Common use of Additional Acknowledgments Clause in Contracts

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 SECTION 10 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 SECTION 9 and this Section 8 SECTION 10 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s 's business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 SECTION 9 and this Section 8 SECTION 10 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Company, Employer and Employer their Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.. GENERAL PROVISIONS

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 6, 7, 8 and this Section 8 9 are in consideration of: (i) of Executive’s employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section Sections 6, 7 and 8 and this Section 8 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (ix) that the business of the Company, Employer Company and their respective Subsidiaries its subsidiaries will be international in scope conducted throughout the United States and without geographical limitationits territories and beyond, (iiy) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company or any of their respective Subsidiariesits subsidiaries or facilities, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer its subsidiaries will have business activities and have valuable business relationships within its industry throughout the worldUnited States and its territories and beyond, and (iiiz) as part of his Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where the Company and its subsidiaries conduct business during the Period of Employment in furtherance of Employerthe Company’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries its subsidiaries of the non-enforcement of Section 7 any provision of Sections 6, 7, 8 and this Section 8 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contents or knowingly and voluntarily waived the opportunity to do so, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period duration and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section SECTION 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Units by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section SECTION 7 and this Section SECTION 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s 's business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section SECTION 7 and this Section SECTION 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.. GENERAL PROVISIONS

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 7, Section 8, or Section 9 are in consideration of: (i) of employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and also acknowledges that (i) the restrictions contained in Section 7 and this 7, Section 8 8, or Section 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (iii) that the business of the Company, Employer Company and their respective its Subsidiaries will be international in scope and without geographical limitation, limitation and (iiiii) notwithstanding the state jurisdiction of incorporation formation or principal office of the Company, Employer Company or residence of any of their respective Subsidiaries, or any of their respective its executives or employees (including the Executive), it is expected that the Company and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of resulting from the non-enforcement of Section 7 and this 7, Section 8 8, or Section 9 outweighs any potential harm to Executive of its the enforcement of such provisions by injunction or otherwise. Executive acknowledges that he Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to agreement regarding their necessity for the reasonable and proper protection of the business goodwill, competitive positions and confidential and proprietary information of the Company and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges future and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 6 are in consideration of: of (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iiiii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 5 and this Section 8 6 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (iA) that the business of the Company, Employer Company and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitation, (iiB) notwithstanding the state of incorporation or principal office of the Company, Employer Company or any of their respective Subsidiariesits Subsidiaries or Affiliates, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iiiC) as part of his responsibilities, Executive will be traveling in furtherance of Employerthe Company’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement nonenforcement of Section 7 5 and this Section 8 6 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 8 7 are in consideration of: (i) of Executive’s employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 Sections 5 and 6 and this Section 8 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (ix) that the business of Acadia and the Company, Employer and their respective Subsidiaries will be international in scope conducted throughout the United States and without geographical limitationits territories and beyond, (iiy) notwithstanding the state of incorporation organization or principal office of the Company, Employer Acadia or any of their respective Subsidiariesthe Subsidiaries or facilities, or any of their respective executives or employees (including the Executive), it is expected that Acadia and the Company and Employer Subsidiaries will have business activities and have valuable business relationships within its industry throughout the worldUnited States and its territories and beyond, and (iiiz) as part of his Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Acadia and the Subsidiaries conduct business during the Employment Period in furtherance of Employerthe Company’s business and its relationships. Executive agrees and acknowledges that the potential harm to Acadia and the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 any provision of Sections 5 and 6 and this Section 8 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contents or knowingly and voluntarily waived the opportunity to do so, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Acadia and the Company and Employer Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period duration and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: of (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling around the world in furtherance of Employer’s 's business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 SECTION 9 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 SECTION 8 and this Section 8 SECTION 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s 's business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 SECTION 8 and this Section 8 SECTION 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Company, Employer and Employer their Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.. GENERAL PROVISIONS

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 (x) are necessary to protect the Company’s and Employer’s interest in their Confidential Information and other intellectual property, and (y) do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives executives, consultants or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the worldUnited States, and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Section 5 and this Section 8 6 are in consideration of: (i) employment with the EmployerCompany, (ii) the issuance of the Carried Shares any options or other securities by the Company to Executive and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 5 and this Section 8 6 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (ix) that the business of the Company, Employer Company and their respective its Subsidiaries will be international in scope conducted throughout North America and without geographical limitationother jurisdictions where the Company and its Subsidiaries conduct business, (iiy) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company or any of their respective Subsidiariesits Subsidiaries or facilities, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout North America and other jurisdictions where the worldCompany and its Subsidiaries conduct business, and (iiiz) as part of his Executive’s responsibilities, Executive will be traveling throughout North America and other jurisdictions where the Company and its Subsidiaries conduct business during Executive’s employment in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-enforcement of any provision of Section 7 5 and this Section 8 6 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he or she has carefully read this Agreement and consulted with legal counsel of Executive’s choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 2.2 and Section 2.3 are in consideration of: (i) employment with CSC and the EmployerCompany, and (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2.2 and this Section 8 2.3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of CSC and the Company, Employer Company and their respective Subsidiaries will be international national in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of CSC or the Company, Employer Company or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that CSC and the Company and Employer will have business activities and have valuable business relationships within its industry throughout the worldUnited States, and (iii) as part of his Executive's responsibilities, Executive will be traveling around the United States in furtherance of Employer’s CSC's and the Company's business and its relationships. Executive agrees and acknowledges that the potential harm to CSC and the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 2.2 and this Section 8 2.3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive him by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of CSC and the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges You acknowledge that the provisions of this Section 8 Sections 1 and 2 are in consideration of: (i) employment with the Employer, Avantor or its Subsidiaries or Affiliates and (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration consideration, including the payment of salary and bonus, as set forth in this Letter Agreement. In addition, Executive agrees you agree and acknowledges acknowledge that the restrictions contained in Section 7 Sections 1 and this Section 8 2 do not preclude Executive you from earning a livelihood, nor do they unreasonably impose limitations on Executive’s your ability to earn a living. In addition, Executive acknowledges you acknowledge (iA) that the business of the Company, Employer Avantor and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitationconducted throughout the world, (iiB) notwithstanding the state of incorporation or principal office of the Company, Employer Avantor or any of their respective Subsidiariesits Subsidiaries or Affiliates, or any of their respective executives or employees (including the Executiveyou), it is expected that the Company Avantor and Employer its Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world, and (iiiC) as part of his your responsibilities, Executive you will be traveling throughout the world in furtherance of EmployerAvantor’s or any of its Subsidiaries’ or Affiliates’ business and its relationships. Executive agrees You agree and acknowledges acknowledge that the potential harm to the Company Avantor and Employer any of its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement of Section 7 Sections 1 and this Section 8 2 outweighs any potential harm to Executive you of its enforcement by injunction or otherwise. Executive acknowledges You acknowledge that he has you have carefully read this Agreement Annex 1 and has have given careful consideration to the restraints imposed upon Executive you by this AgreementAnnex 1, and is are in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Avantor and Employer any of its Subsidiaries and Affiliates now existing or to be developed in the future. Executive You expressly acknowledges acknowledge and agrees agree that each and every restraint imposed by this Agreement Annex 1 is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the Employer, (ii) the prospective issuance of securities by Employer pursuant to the Carried Shares by the Company Plan and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective its Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective its Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company Employer and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s and/or its Subsidiaries’ business and its their relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive of its their enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Employer and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 2.2 and Section 2.3 are in consideration of: (i) employment with the EmployerCompany, and (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2.2 and this Section 8 2.3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer Company and their respective its Subsidiaries will be international national in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer Company or any of their respective its Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the worldUnited States, and (iii) as part of his Executive's responsibilities, Executive will be traveling around the United States in furtherance of Employer’s the Company's business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 2.2 and this Section 8 2.3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive him by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. In addition, Executive acknowledges that the provisions of this Section 8 Sections 5, 6 and 7 are in consideration of: (i) of employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and also acknowledges that (i) the restrictions contained in Section Sections 5, 6 and 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (iii) that the business of the Company, Employer Company and their respective its Subsidiaries and affiliates will be international national in scope and without geographical limitation, (iiiii) notwithstanding the state of incorporation formation or principal office of the Company, Employer Company or residence of any of their respective Subsidiaries, or any of their respective its executives or employees (including the Executive), it is expected that the Company and Employer its Subsidiaries and affiliates will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part United States of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationshipsAmerica. Executive agrees and acknowledges that the potential harm to the Company and Employer its Subsidiaries and their respective Subsidiaries affiliates of the non-enforcement of Section Sections 5, 6 and 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he Executive has carefully read this Agreement and consulted with legal counsel of Executive’s choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its Subsidiaries and affiliates now existing or to be developed in the future. Executive and the Company expressly acknowledges agree and agrees acknowledge that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the EmployerCompany, (ii) the issuance prior grant of the Carried Shares by an equity interest in an Affiliate of the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges that (ix) that the business of the Company, Employer Company and their respective Subsidiaries its Affiliates will be international in scope conducted throughout the United States and without geographical limitationother jurisdictions where the Company or its Affiliates conduct business during the Employment Period, (iiy) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company or any of their respective Subsidiariesits Affiliates, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer its Affiliates will have business activities and have valuable business relationships within its industry throughout the worldUnited States, Canada and other jurisdictions where the Company or any of its Affiliates conduct business during the Employment Period and (iiiz) as part of his responsibilities, Executive will be traveling throughout the United States, Canada and other jurisdictions where the Company or its Affiliates conduct business during the Employment Period in furtherance of Employer’s the Company and its Affiliates’ business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries its Affiliates of the non-enforcement of any provision of Section 7 and 2 or this Section 8 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of his choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its Affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 6 are in consideration of: (i) employment with the EmployerCompany, (ii) the issuance of the Carried Shares Options and the Restricted Stock Grant by the Company Parent and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 5 and this Section 8 6 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer Parent and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer Parent or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer Parent will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of EmployerParent’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer Parent and their respective Subsidiaries of the non-enforcement of Section 7 5 and this Section 8 6 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer Parent now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. In addition, Executive acknowledges that the provisions of this Section 8 paragraphs 5, 6 and 7 are in consideration of: (i) of employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and also acknowledges that (i) the restrictions contained in Section paragraphs 5, 6 and 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (iii) that the business of the Company, Employer Company and their respective its Subsidiaries will be is international in scope and without geographical limitation, limitation and (iiiii) notwithstanding the state of incorporation formation or principal office of the Company, Employer Company or residence of any of their respective Subsidiaries, or any of their respective its executives or employees (including the Executive), it is expected that the Company and Employer will its Subsidiaries have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-enforcement of Section paragraphs 5, 6 and 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges future and agrees the Company’s good will and that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.. If any restriction set forth in this Section 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 6 are in consideration of: of (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iiiii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 5 and this Section 8 6 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (iA) that the business of the Company, Employer Company and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitation, (iiB) notwithstanding the state of incorporation or principal office of the Company, Employer Company or any of their respective Subsidiariesits Subsidiaries or Affiliates, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iiiC) as part of his responsibilities, Executive will be traveling in furtherance of Employerthe Company’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement of Section 7 5 and this Section 8 6 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. In addition, Executive acknowledges that the provisions of this Section 8 Paragraphs 5, 6 and 7 are in consideration of: (i) of employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and also acknowledges that (i) the restrictions contained in Section Paragraphs 5, 6 and 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (iii) that the business of the Company, Employer Company and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitation, limitation and (iiiii) notwithstanding the state of incorporation formation or principal office of the Company, Employer Company or residence of any of their respective Subsidiaries, or any of their respective its executives or employees (including the Executive), it is expected that the Company and Employer its Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement of Section Paragraphs 5, 6 and 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its Subsidiaries and Affiliates now existing or to be developed in the future. Executive expressly acknowledges future and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 6 are in consideration of: (i) employment with the EmployerCompany, (ii) the issuance of the Carried Shares Options and the Restricted Stock Grant by the Company Parent and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 5 and this Section 8 6 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer Parent and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer Parent or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer Parent will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his her responsibilities, Executive will be traveling in furtherance of EmployerParent’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer Parent and their respective Subsidiaries of the non-enforcement of Section 7 5 and this Section 8 6 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer Parent now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive Purchaser acknowledges that the provisions of this Section 8 7 are in consideration of: (i) employment with her service for the EmployerCompany and/or any of its Subsidiaries, (ii) the issuance of the Carried Shares Purchaser Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Purchaser agrees and acknowledges that the restrictions contained in Section 7 6 and this Section 8 7 do not preclude Executive Purchaser from earning a livelihood, nor do they unreasonably impose limitations on ExecutivePurchaser’s ability to earn a living. In addition, Executive Purchaser acknowledges (i) that the business of the Company, Employer Solera, Inc. and their respective Subsidiaries will be international in scope conducted throughout the United States and without geographical limitationother jurisdictions where the Company, Solera, Inc. or their respective Subsidiaries conduct business during the Service Period and (ii) notwithstanding the state of incorporation organization or principal office of the Company, Employer Solera, Inc. or any of their respective Subsidiaries, or any of their respective executives or employees (including the ExecutivePurchaser), it is expected that the Company and Employer Solera, Inc. will have business activities and have valuable business relationships within its industry throughout the worldUnited States and other jurisdictions where the Company, and (iii) as part of his responsibilitiesSolera, Executive will be traveling in furtherance of Employer’s Inc. or their respective Subsidiaries conduct business and its relationshipsduring the Service Period. Executive Purchaser agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries Solera, Inc. of the non-enforcement of Section 7 6 and this Section 8 7 outweighs any potential harm to Executive Purchaser of its enforcement by injunction or otherwise. Executive Purchaser acknowledges that he she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive Purchaser by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer Solera, Inc. now existing or to be developed in the future. Executive Purchaser expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 SECTION 9 are in consideration of: (i) employment with the Employer, (ii) the -15- issuance of the Carried Shares by the Company Executive Stock and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 SECTION 8 and this Section 8 SECTION 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer Company and their respective its Subsidiaries will be international national in scope and without geographical limitation, limitation and (ii) notwithstanding the state of incorporation or principal office of the Company, Employer Company or any of their respective its Subsidiaries, or any of their respective executives or employees (including including, without limitation, the Executive), it is expected that the Company and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the worldUnited States. In addition, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 SECTION 8 and this Section 8 SECTION 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.. GENERAL PROVISIONS

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Units by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges You acknowledge that the provisions of this Section 8 Sections 1 and 2 are in consideration of: (i) employment with the Employer, Company or its Subsidiaries or Affiliates and (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration consideration, including the payment of salary and bonus, as set forth in this Letter Agreement. In addition, Executive agrees you agree and acknowledges acknowledge that the restrictions contained in Section 7 Sections 1 and this Section 8 2 do not preclude Executive you from earning a livelihood, nor do they unreasonably impose limitations on Executive’s your ability to earn a living. In addition, Executive acknowledges you acknowledge (iA) that the business of the Company, Employer Company and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitationconducted throughout the world, (iiB) notwithstanding the state of incorporation or principal office of the Company, Employer Company or any of their respective Subsidiariesits Subsidiaries or Affiliates, or any of their respective executives or employees (including the Executiveyou), it is expected that the Company and Employer its Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world, and (iiiC) as part of his your responsibilities, Executive you will be traveling throughout the world in furtherance of Employerthe Company’s or any of its Subsidiaries’ or Affiliates’ business and its relationships. Executive agrees You agree and acknowledges acknowledge that the potential harm to the Company and Employer any of its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement of Section 7 Sections 1 and this Section 8 2 outweighs any potential harm to Executive you of its enforcement by injunction or otherwise. Executive acknowledges You acknowledge that he has you have carefully read this Agreement Annex 1 and has have given careful consideration to the restraints imposed upon Executive you by this AgreementAnnex 1, and is are in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer any of its Subsidiaries and Affiliates now existing or to be developed in the future. Executive You expressly acknowledges acknowledge and agrees agree that each and every restraint imposed by this Agreement Annex 1 is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Section 7 and this Section 8 are in consideration of: (i) of employment with the Employer, (ii) the issuance of the Carried Shares by the Company Employer and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (ia) that the business of the Company, Employer and their respective Subsidiaries will be international in scope conducted throughout the United States and without geographical limitationits territories, (iib) notwithstanding the state of incorporation organization or principal office of the Company, Employer or any of their respective Subsidiariesfacilities, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the worldUnited States and its territories, and (iiic) as part of his Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where the Employer conduct business during the Employment Period in furtherance of the Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of his choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, matter and time period and geographical areaperiod.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Units by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his her responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 SECTION 9 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company Executive Stock and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 SECTION 8 and this Section 8 SECTION 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer Company and their respective its Subsidiaries will be international national in scope and without geographical limitation, limitation and (ii) notwithstanding the state of incorporation or principal office of the Company, Employer Company or any of their respective its Subsidiaries, or any of their respective executives or employees (including including, without limitation, the Executive), it is expected that the Company and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the worldUnited States. In addition, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 SECTION 8 and this Section 8 SECTION 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.. GENERAL PROVISIONS

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the Employer, (ii) the prospective issuance of securities by Employer pursuant to the Carried Shares by the Company Long-Term Equity Incentive Plan and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective its Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective its Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company Employer and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s and/or its Subsidiaries’ business and its their relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive of its their enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Employer and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 8 7 are in consideration of: (i) of Executive’s employment with the EmployerCompany, (ii) the issuance of the Carried Shares by the Company benefits provided pursuant to Section 4, and (iii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 Sections 5 and 6 and this Section 8 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (ix) that the business of the Company, Employer Company and their respective the Subsidiaries will be international in scope conducted throughout the United States and without geographical limitationits territories and beyond, (iiy) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company or any of their respective Subsidiariesthe Subsidiaries or facilities, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer the Subsidiaries will have business activities and have valuable business relationships within its industry throughout the worldUnited States and its territories and beyond, and (iiiz) as part of his Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where the Company and the Subsidiaries conduct business during the Term in furtherance of Employerthe Company’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective the Subsidiaries of the non-enforcement of Section 7 any provision of Sections 5 and 6 and this Section 8 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contents or knowingly and voluntarily waived the opportunity to do so, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer the Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period duration and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Section 7 and this Section 8 are in consideration of: (i) of employment with the Employer, (ii) the issuance of the Carried Shares by the Company Employer and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (ia) that the business of the Company, Employer and their respective Subsidiaries will be international in scope conducted throughout the United States and without geographical limitation, its territories; (iib) notwithstanding the state of incorporation organization or principal office of the Company, Employer or any of their respective SubsidiariesEmployer, or any of their respective its executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, United States and its territories; and (iiic) as part of his Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where the Employer conducts business during the Employment Period in furtherance of the Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 7 and or this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of his choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer to which Executive gains access or otherwise becomes aware, whether now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, matter and time period and geographical areaperiod.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the Employer, (ii) the prospective issuance of securities by Employer pursuant to the Carried Shares by the Company Plan and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective its Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective its Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company Employer and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s 's and/or its Subsidiaries' business and its their relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive of its their enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Employer and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges You acknowledge that the provisions of this Section 8 Sections 1 and 2 are in consideration of: (i) employment with the Employer, Avantor or its Subsidiaries or Affiliates and (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration consideration, including the payment of salary and bonus, as set forth in this Letter Agreement. In addition, Executive agrees you agree and acknowledges acknowledge that the restrictions contained in Section 7 Sections 1 and this Section 8 2 do not preclude Executive you from earning a livelihood, nor do they unreasonably impose limitations on Executive’s your ability to earn a living. In addition, Executive acknowledges you acknowledge (iA) that the business of the Company, Employer Avantor and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitationconducted throughout the world, (iiB) notwithstanding the state of incorporation or principal office of the Company, Employer Avantor or any of their respective Subsidiariesits Subsidiaries or Affiliates, or any of their respective executives or employees (including the Executiveyou), it is expected that the Company Avantor and Employer its Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world, and (iiiC) as part of his your responsibilities, Executive you will be traveling throughout the world in furtherance of EmployerAvantor’s or any of its Subsidiaries’ or Affiliates’ business and its relationships. Executive agrees You agree and acknowledges acknowledge that the potential harm to the Company Avantor and Employer any of its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement non‑enforcement of Section 7 Sections 1 and this Section 8 2 outweighs any potential harm to Executive you of its enforcement by injunction or otherwise. Executive acknowledges You acknowledge that he has you have carefully read this Agreement Annex 1 and has have given careful consideration to the restraints imposed upon Executive you by this AgreementAnnex 1, and is are in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Avantor and Employer any of its Subsidiaries and Affiliates now existing or to be developed in the future. Executive You expressly acknowledges acknowledge and agrees agree that each and every restraint imposed by this Agreement Annex 1 is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Restricted Stock and Non-qualified Stock Options by the Company pursuant to the Plan and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Company, Employer and Employer their Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Employee agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 3 do not preclude Executive Employee from earning a livelihood, nor do they unreasonably impose limitations on Executive’s Employee's ability to earn a living. In addition, Executive Employee acknowledges (ix) that the business of the Company, Employer Company and their respective Subsidiaries its affiliates are and will be international in scope conducted throughout the United States and without geographical limitationother jurisdictions where the Company or any of its affiliates conduct business during the period of Employee’s employment, and (iiy) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company or any of their respective Subsidiariesits affiliates, or any of their respective executives or employees (including the ExecutiveEmployee), it is expected that the Company and Employer its affiliates will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part other jurisdictions where the Company or any of his responsibilities, Executive will be traveling in furtherance its affiliates conduct business during the period of EmployerEmployee’s business and its relationshipsemployment. Executive Employee agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries its affiliates of the non-enforcement of Section 7 and any provision of this Section 8 3 outweighs any potential harm to Executive Employment of its enforcement by injunction or otherwise. Executive Employee acknowledges that he Employee has carefully read this Agreement and consulted with legal counsel of Employee's choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive Employee by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its affiliates now existing or to be developed in the future. Executive Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, matter and time period and geographical areaperiod.

Additional Acknowledgments. Executive Employee acknowledges that the provisions of this Section 8 4 and Section 5 are in consideration of: (i) employment with the EmployerCompany, (ii) the issuance purchase and sale of the Carried Shares by common stock of the Company Target as set forth in the Stock Purchase Agreement and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Employee agrees and acknowledges that the restrictions contained in Section 7 4 and this Section 8 5 do not preclude Executive Employee from earning a livelihood, nor do they unreasonably impose limitations on ExecutiveEmployee’s ability to earn a living. In addition, Executive Employee acknowledges (ix) that the business of the Company, Employer and their respective Subsidiaries Company will be international national in scope and without geographical limitation, and (iiy) notwithstanding the state of incorporation incorporation/organization or principal office of the Company, Employer Company or any of their respective Subsidiariesthe Target, or any of their respective executives or employees (including the ExecutiveEmployee), it is expected that the Company and Employer the Target will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part United States of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationshipsAmerica. Executive Employee agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries the Target of the non-enforcement nonenforcement of Section 7 4 and this Section 8 5 outweighs any potential harm to Executive Employee of its enforcement by injunction or otherwise. Executive Employee acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer the Target now existing or to be developed in the future. Executive Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. Employee agrees (i) to show this Agreement to all future employers prior to accepting employment with them (and the Company hereby consents to such disclosure to the extent this Agreement or any information contained herein is deemed to be Confidential Information), and (ii) that the Company may show this Agreement to such employers at any time.

Additional Acknowledgments. Executive Director acknowledges that the provisions of this Section 8 7 are in consideration of: (i) employment board membership with the EmployerCompany, (ii) the issuance of the Carried Shares by the Company Director Securities and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Director agrees and acknowledges that the restrictions contained in Section 7 6 and this Section 8 7 do not preclude Executive Director from earning a livelihood, nor do they unreasonably impose limitations on ExecutiveDirector’s ability to earn a living. In addition, Executive Director acknowledges (ix) that the business of the Company, Employer Company and their respective its Subsidiaries will be international in scope conducted throughout the United States and without geographical limitationother jurisdictions where the Company or any of its Subsidiaries conduct business during the Board Period, and (iiy) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company or any of their respective its Subsidiaries, or any of their its respective executives or employees (including the Executive)employees, it is expected that the Company and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part other jurisdictions where the Company or any of his responsibilities, Executive will be traveling in furtherance of Employer’s its Subsidiaries conduct business and its relationshipsduring the Board Period. Executive Director agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-enforcement of any provision of Section 6 or this Section 7 and this Section 8 outweighs any potential harm to Executive Director of its enforcement by injunction or otherwise. Executive The covenants contained in each of Sections 6(a), 6(b), 6(c) and 7(a) may be enforced independently and without any one or more of such sections limiting the provisions of any one or more of the other of such sections. Director acknowledges that he has carefully read this Agreement and consulted with legal counsel of his choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive Director by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer or any of its Subsidiaries now existing or to be developed in the future. Executive Director expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the Employer, (ii) the prospective issuance of securities by Employer pursuant to the Carried Shares by the Company Plan and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective its Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective its Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company Employer and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s 's and/or its Subsidiaries' business and its their relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-non­ enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive of its their enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Employer and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the Employer, and (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling around the world in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) of the issuance of the Carried Shares Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the worldUnited States, and (iii) as part of his responsibilities, Executive will be traveling around the world in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges You acknowledge that the provisions of this Section 8 Sections 1 and 2 are in consideration of: (i) employment with the Employer, Company or Holdco or its Subsidiaries or Affiliates and (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration consideration, including the payment of salary and bonus, as set forth in this Letter Agreement. In addition, Executive agrees you agree and acknowledges acknowledge that the restrictions contained in Section 7 Sections 1 and this Section 8 2 are reasonable restrictions for the protection of Business and do not preclude Executive you from earning a livelihood, nor do they unreasonably impose limitations on Executive’s your ability to earn a living. In addition, Executive acknowledges you acknowledge (iA) that the business of the Company, Employer Holdco or and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitationconducted throughout the world, (iiB) notwithstanding the state of incorporation or principal office of the Company, Employer Holdco or any of their respective Subsidiariesits Subsidiaries or Affiliates, or any of their respective executives or employees (including the Executiveyou), it is expected that the Company Company, Holdco or and Employer its Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world, and (iiiC) as part of his your responsibilities, Executive you will be traveling throughout the world in furtherance of Employer’s the Company's or Holdco or any of its Subsidiaries' or Affiliates' business and its relationships. Executive agrees You agree and acknowledges acknowledge that the potential harm to the Company Company, Holdco or and Employer any of its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement of Section 7 Sections 1 and this Section 8 2 outweighs any potential harm to Executive you of its enforcement by injunction or otherwise. Executive acknowledges You acknowledge that he has you have carefully read this Agreement Annex 1 and has have given careful consideration to the restraints imposed upon Executive you by this AgreementAnnex 1, and is are in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Company, Holdco or and Employer any of its Subsidiaries and Affiliates now existing or to be developed in the future. Executive You expressly acknowledges acknowledge and agrees agree that each and every restraint imposed by this Agreement Annex 1 is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the EmployerCompany, (ii) the issuance grant of the Carried Shares by the Company Class B Units of Topco and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges that (ix) that the business of the Company, Employer Company and their respective Subsidiaries its Affiliates will be international in scope conducted throughout the United States and without geographical limitationother jurisdictions where the Company or its Affiliates conduct business during the Employment Period, (iiy) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company or any of their respective Subsidiariesits Affiliates, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer its Affiliates will have business activities and have valuable business relationships within its industry throughout the worldUnited States, Canada and other jurisdictions where the Company or any of its Affiliates conduct business during the Employment Period and (iiiz) as part of his responsibilities, Executive will be traveling throughout the United States, Canada and other jurisdictions where the Company or its Affiliates conduct business during the Employment Period in furtherance of Employer’s the Company and its Affiliates’ business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries its Affiliates of the non-enforcement nonenforcement of any provision of Section 7 and 2 or this Section 8 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of his choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its Affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the Employer, (ii) the prospective issuance of securities by Employer pursuant to the Carried Shares by the Company Long-Term Equity Incentive Plan and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective its Subsidiaries will be international in scope and without geographical limitationconducted throughout the world, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective its Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company Employer and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the world, world and (iii) as part of his responsibilities, Executive will be traveling throughout the world in furtherance of Employer’s and/or its Subsidiaries’ business and its their relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive of its their enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Employer and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Section 5 and this Section 8 6 are in consideration of: (i) employment Executive’s status as an officer with the Employer, (ii) the issuance of the Carried Shares by the Company and (iiiii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 5 and this Section 8 6 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer Company and their respective its Subsidiaries will be international in scope and without geographical limitationconducted throughout the world, (ii) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company or any of their respective Subsidiariesits Subsidiaries or Affiliates, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer such Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling throughout the world in furtherance of Employerthe Company’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 5 and this Section 8 6 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive agrees that in consideration of the Company’s employment of Executive and the various benefits and payments provided in conjunction therewith, Executive will be bound by the restrictions contained in this Agreement. Executive agrees that such restrictions (including, but not limited, to the Time Period, Geographic Area, and activities restricted in Section 8 hereof) are reasonable and necessary in light of, among other things, the substantial compensation granted him by the Company in this Agreement, and the fact that Executive shall serve as the President and Chief Executive Officer of the Company, thus granting him extensive access to all of the Group’s confidential and proprietary information and making him the face of the Group to the Group’s customers. Executive generally acknowledges that the Group has legitimate business interests in its Confidential Information and Work Product, as well as in the relationships with the Group’s customers and employees, and Executive specifically acknowledges and agrees that the restrictions in Section 8 hereof are necessary and reasonable restrictions to protect the Group’s legitimate business interests. Executive acknowledges that he has received consideration in respect of his obligations pursuant to the provisions of this Section 6, Section 7 and Section 8 are in consideration ofhereof, including: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iiiii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 6, Section 7 and this Section 8 do hereof will not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that following the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationshipsEmployment Period. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries Group of the non-enforcement of Section 6, Section 7 and this Section 8 hereof outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and Agreement, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer Group now existing or to be developed in the future. Executive also acknowledges that he has had the opportunity to review the provisions of this Agreement with his legal counsel, believes them to be enforceable, and intends to fully comply with them. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that nothing contained in this Agreement or otherwise shall entitle Executive to remain in the employment of the Company or affect the rights of the Company to terminate Executive’s employment at any time for any reason.

Additional Acknowledgments. Executive Purchaser acknowledges that the provisions of this Section 8 7 are in consideration of: (i) employment with his service for the EmployerCompany and/or any of its Subsidiaries, (ii) the issuance of the Carried Shares Purchaser Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Purchaser agrees and acknowledges that the restrictions contained in Section 7 6 and this Section 8 7 do not preclude Executive Purchaser from earning a livelihood, nor do they unreasonably impose limitations on ExecutivePurchaser’s ability to earn a living. In addition, Executive Purchaser acknowledges (i) that the business of the Company, Employer Solera, Inc. and their respective Subsidiaries will be international in scope conducted throughout the United States and without geographical limitationother jurisdictions where the Company, Solera, Inc. or their respective Subsidiaries conduct business during the Service Period and (ii) notwithstanding the state of incorporation organization or principal office of the Company, Employer Solera, Inc. or any of their respective Subsidiaries, or any of their respective executives or employees (including the ExecutivePurchaser), it is expected that the Company and Employer Solera, Inc. will have business activities and have valuable business relationships within its industry throughout the worldUnited States and other jurisdictions where the Company, and (iii) as part of his responsibilitiesSolera, Executive will be traveling in furtherance of Employer’s Inc. or their respective Subsidiaries conduct business and its relationshipsduring the Service Period. Executive Purchaser agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries Solera, Inc. of the non-enforcement of Section 7 6 and this Section 8 7 outweighs any potential harm to Executive Purchaser of its enforcement by injunction or otherwise. Executive Purchaser acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive Purchaser by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer Solera, Inc. now existing or to be developed in the future. Executive Purchaser expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 6 are in consideration of: of (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iiiii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 5 and this Section 8 6 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (iA) that the business of the Company, Employer Company and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitation, (iiB) notwithstanding the state of incorporation or principal office of the Company, Employer Company or any of their respective Subsidiariesits Subsidiaries or Affiliates, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iiiC) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s the Company's business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement nonenforcement of Section 7 5 and this Section 8 6 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. In addition, Executive acknowledges that the provisions of this Section 8 Paragraphs 4, 5 and 6 are in consideration of: (i) of employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and also acknowledges that (i) the restrictions contained in Section 7 Paragraphs 4, 5 and this Section 8 6 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (iii) that the business of the Company, Employer Company and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitation, limitation and (iiiii) notwithstanding the state of incorporation formation or principal office of the Company, Employer Company or residence of any of their respective Subsidiaries, or any of their respective its executives or employees (including the Executive), it is expected that the Company and Employer its Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement of Section 7 Paragraphs 4, 5 and this Section 8 6 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its Subsidiaries and Affiliates now existing or to be developed in the future. Executive expressly acknowledges future and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive Director acknowledges that the provisions of this Section 8 7 are in consideration of: (i) employment board membership with the EmployerCompany, (ii) the issuance of the Carried Shares by the Company Director Securities and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Director agrees and acknowledges that the restrictions contained in Section 7 6 and this Section 8 7 do not preclude Executive Director from earning a livelihood, nor do they unreasonably impose limitations on ExecutiveDirector’s ability to earn a living. In addition, Executive Director acknowledges (ix) that the business of the Company, Employer Company and their respective its Subsidiaries will be international in scope conducted throughout the United States and without geographical limitationother jurisdictions where the Company or any of its Subsidiaries conduct business during the Board Period, and (iiy) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company or any of their respective its Subsidiaries, or any of their its respective executives or employees (including the Executive)employees, it is expected that the Company and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part other jurisdictions where the Company or any of his responsibilities, Executive will be traveling in furtherance of Employer’s its Subsidiaries conduct business and its relationshipsduring the Board Period. Executive Director agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-enforcement of any provision of Section 6 or this Section 7 and this Section 8 outweighs any potential harm to Executive Director of its enforcement by injunction or otherwise. Executive The covenants contained in each of Sections 6(a), 6(b), 6(c), 7(a) and 7(b) may be enforced independently and without any one or more of such sections limiting the provisions of any one or more of the other of such sections. Director acknowledges that he has carefully read this Agreement and consulted with legal counsel of his choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive Director by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer or any of its Subsidiaries now existing or to be developed in the future. Executive Director expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges You acknowledge that the provisions of this Section 8 Sections 1 and 2 are in consideration of: (i) employment with the Employer, VWR or its Subsidiaries or Affiliates and (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration consideration, including the payment of salary and bonus, as set forth in this Agreementletter agreement. In addition, Executive agrees you agree and acknowledges acknowledge that the restrictions contained in Section 7 Sections 1 and this Section 8 2 do not preclude Executive you from earning a livelihood, nor do they unreasonably impose limitations on Executive’s your ability to earn a living. In addition, Executive acknowledges you acknowledge (iA) that the business of the Company, Employer VWR and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitationconducted throughout the world, (iiB) notwithstanding the state of incorporation or principal office of the Company, Employer VWR or any of their respective Subsidiariesits Subsidiaries or Affiliates, or any of their respective executives or employees (including the Executiveyou), it is expected that the Company VWR and Employer its Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world, and (iiiC) as part of his your responsibilities, Executive you will be traveling throughout the world in furtherance of EmployerVWR’s or any of its Subsidiaries’ or Affiliates’ business and its relationships. Executive agrees You agree and acknowledges acknowledge that the potential harm to the Company VWR and Employer any of its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement of Section 7 Sections 1 and this Section 8 2 outweighs any potential harm to Executive you of its enforcement by injunction or otherwise. Executive acknowledges You acknowledge that he has you have carefully read this Agreement Annex 1 and has have given careful consideration to the restraints imposed upon Executive you by this AgreementAnnex 1, and is are in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company VWR and Employer any of its Subsidiaries and Affiliates now existing or to be developed in the future. Executive You expressly acknowledges acknowledge and agrees agree that each and every restraint imposed by this Agreement Annex 1 is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 9 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Common by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 8 and this Section 8 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling around the world in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 8 and this Section 8 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive agrees that in consideration of the Company’s employment of Executive and the various benefits and payments provided in conjunction therewith, and in consideration of the other substantial payments provided in this Agreement, including Parent’s agreement to repurchase from Executive the Executive Stock, Executive will be bound by the restrictions contained in this Agreement. Executive agrees that such restrictions are reasonable and necessary in light of, among other things, the substantial compensation granted him by the Company in this Agreement, and the fact that Executive served (and continues to serve) as the chief executive officer of the Company, thus granting him extensive access to all of the Company’s confidential and proprietary information and making him the face of the Company to the Company’s customers. Executive acknowledges that he has received consideration in respect of his obligations pursuant to the provisions of this Section 8 are in consideration of5, Section 6 and Section 7, including: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iiiii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 5, Section 6 and Section 7 and this Section 8 do will not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges following the Employment Period or Consultancy Period (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executiveas applicable), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective the Subsidiaries of the non-enforcement of Section 5, Section 6 and Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and Agreement, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer the Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the Employer, (ii) the contemplated issuance of the Carried Shares Executive Securities by the Company Solera Holdings and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the CompanySolera Holdings, Employer and their respective Subsidiaries will be international in scope conducted throughout the United States and without geographical limitationother jurisdictions where Solera Holdings, Employer or their respective Subsidiaries conduct business during the Employment Period, (ii) notwithstanding the state of incorporation organization or principal office of the CompanySolera Holdings, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company Solera Holdings and Employer will have business activities and have valuable business relationships within its industry throughout the worldUnited States and other jurisdictions where Solera Holdings, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and or their respective Subsidiaries of conduct business during the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this AgreementEmployment Period, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.and

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 7 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Executive Securities by the Company (iii) the acceleration of vesting of the Executive Securities provided herein and (iiiiv) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 6 and this Section 8 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, conducted throughout the United States; (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, United States; and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 6 and this Section 8 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Company, Employer and Employer their Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 7 are in consideration of: (i) employment with the EmployerCompany, (ii) the issuance of the Carried Shares Options and the Restricted Stock Grant by the Company Parent and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 6 and this Section 8 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer Parent and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer Parent or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer Parent will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of EmployerParent’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer Parent and their respective Subsidiaries of the non-enforcement of Section 7 6 and this Section 8 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer Parent now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 9 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Common by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 8 and this Section 8 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling around the world in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Company, Employer and their respective Subsidiaries of the non-enforcement of Section 7 8 and this Section 8 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Section 7 and this Section 8 are in consideration of: (i) of employment with the Employer, (ii) the issuance of the Carried Shares by the Company Employer and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (ia) that the business of the Company, Employer and their respective Subsidiaries will be international in scope conducted throughout the United States and without geographical limitation, its territories; (iib) notwithstanding the state of incorporation organization or principal office of the Company, Employer or any of their respective SubsidiariesEmployer, or any of their respective its executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, United States and its territories; and (iiic) as part of his Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where the Employer conducts business during Executive’s employment in furtherance of the Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 7 and or this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of his choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer to which Executive gains access or otherwise becomes aware, whether now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, matter and time period and geographical areaperiod.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 9 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Common by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 8 and this Section 8 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling around the world in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Company, Employer and their respective Subsidiaries of the non-enforcement of Section 7 8 and this Section 8 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.. GENERAL PROVISIONS

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 7 are in consideration of: (i) employment with the Employer, (ii) of the issuance of the Carried Shares Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 6 and this Section 8 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer Company and their respective its Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer Company or any of their respective its Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the worldUnited States, and (iii) as part of his responsibilities, Executive will be traveling around the world in furtherance of Employerthe Company’s and its Subsidiaries’ business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-enforcement of Section 7 6 and this Section 8 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 SECTION 9 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 SECTION 8 and this Section 8 SECTION 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling around the world in furtherance of Employer’s 's business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Company, Employer and their respective Subsidiaries of the non-enforcement of Section 7 SECTION 8 and this Section 8 SECTION 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.. GENERAL PROVISIONS

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the Employer, and (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling around the world in furtherance of Employer’s 's business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 (x) are necessary to protect the Company’s and Employer’s interest in their Confidential Information and other intellectual property, and (y) do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives executives, consultants or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the worldUnited States, and (iii) as part of his her responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive Participant acknowledges that the provisions of Section J(1), Section J(2) and this Section 8 J(3) are in consideration of: of (i) employment with the Employer, (iia) the issuance of the Carried Shares by the Company Option pursuant to this Option Agreement and (iiib) additional good and valuable consideration as set forth in this Option Agreement. In addition, Executive Participant agrees and acknowledges that the restrictions contained in Section 7 J(1), Section J(2) and this Section 8 J(3) do not preclude Executive Participant from earning a livelihood, nor do they unreasonably impose limitations on ExecutiveParticipant’s ability to earn a living. In addition, Executive Participant acknowledges (iI) that the business Business of the Company, Employer and their respective Subsidiaries Company Group will be international in scope conducted throughout the United States and without geographical limitationits territories and beyond, (iiII) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company Group or any of their respective Subsidiariesfacilities, or any of their respective executives or employees (including the ExecutiveParticipant), it is expected that the Company and Employer Group will have business activities and have valuable business relationships within its industry throughout the worldUnited States and its territories and beyond, and (iiiIII) as part of his Participant’s responsibilities, Executive will Participant may be traveling throughout the United States and other jurisdictions where the Company Group conducts business during the Relationship Period in furtherance of Employerthe Company Group’s business and its relationships. Executive Participant agrees and acknowledges that the restrictions contained in Section J(1), Section J(2) and this Section J(3) are necessary to protect the legitimate business interests of the Company Group and that the potential harm to the Company and Employer and their respective Subsidiaries Group of the non-enforcement of any provision of Section 7 and J(1), Section J(2) or this Section 8 J(3) outweighs any potential harm to Executive Participant of its enforcement by injunction or otherwise. Executive Participant acknowledges that he Participant has carefully read this Option Agreement and either consulted with legal counsel of Participant’s choosing regarding its contents or knowingly and voluntarily waived the opportunity to do so, has given careful consideration to the restraints imposed upon Executive Participant by this Agreement, Option Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer Group now existing or to be developed in the future. Executive Participant expressly acknowledges and agrees that each and every restraint imposed by this Option Agreement is reasonable with respect to subject matter, time period duration and geographical area. Participant understands and agrees that the restrictive covenants in this Option Agreement are in addition to, and not in lieu of, any confidentiality, non-competition, non-solicitation or other similar obligations contained in any other agreements between Participant and any member of the Company Group, whether entered into before or after the date hereof (each, an “Additional Obligation”). By executing this Option Agreement, Participant acknowledges, reaffirms and agrees that Participant is and shall continue to be bound by the terms and conditions of such Additional Obligations.

Additional Acknowledgments. Executive Employee acknowledges that the provisions of this Section 8 3 are in consideration of: (i) of Employee’s employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Employee agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive Employee from earning a livelihoodlivelihood , nor do they unreasonably impose limitations on Executive’s Employee's ability to earn a living. In addition, Executive Employee acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, or has been conducted throughout the Restricted Territory. (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the worldRestricted Territory, and (iii) as part of his Employee's responsibilities, Executive Employee will be traveling throughout the Restricted Territory in furtherance of or Employer’s 's business and its relationships. Executive agrees and Employee acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive Employee of its enforcement by injunction or otherwise. Executive In particular. Employee agrees and acknowledges that he Employer expends significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and such methods, technology, customer lists, customer relationships and trade secrets have significant value. Employee acknowledges that Employee has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive Employee by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly Employee acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, . time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section SECTION 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Units by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section SECTION 7 and this Section SECTION 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his her responsibilities, Executive will be traveling in furtherance of Employer’s 's business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section SECTION 7 and this Section SECTION 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.. GENERAL PROVISIONS

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 3 are in consideration of: (i) employment with the Employer, (ii) the prospective issuance of securities by Employer pursuant to the Carried Shares by the Company Plan and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective its Subsidiaries will be international in scope and without geographical limitationconducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective its Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company Employer and Employer its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the world, United States and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s 's and/or its Subsidiaries' business and its their relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective its Subsidiaries of the non-enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive of its their enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company Employer and Employer its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares Units by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s 's ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his her responsibilities, Executive will be traveling in furtherance of Employer’s 's business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.. GENERAL PROVISIONS

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 6, 7 and this Section 8 are in consideration of: (i) of Executive’s employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section Sections 6, 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (ix) that the business of the Company, Employer Company and their respective Subsidiaries its affiliates will be international in scope conducted throughout the United States and without geographical limitationits territories and beyond, (iiy) notwithstanding the state of incorporation organization or principal office of the Company, Employer Company or any of their respective Subsidiariesits affiliates or facilities, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer its affiliates will have business activities and have valuable business relationships within its industry throughout the worldUnited States and its territories and beyond, and (iiiz) as part of his Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where the Company and its affiliates conduct business during the Period of Employment in furtherance of Employerthe Company’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries its affiliates of the non-enforcement of Section any provision of Sections 6, 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contents or knowingly and voluntarily waived the opportunity to do so, has given careful consideration to the restraints imposed upon Executive by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer its affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period duration and geographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 6 are in consideration of: of (i) employment with the EmployerCompany, and (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 6 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (iA) that the business of the Company, Employer Company and their respective its Subsidiaries and Affiliates will be international in scope and without geographical limitation, (iiB) notwithstanding the state of incorporation or principal office of the Company, Employer Company or any of their respective Subsidiariesits Subsidiaries or Affiliates, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iiiC) as part of his responsibilities, . Executive will be traveling in furtherance of Employerthe Company’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer its Subsidiaries and their respective Subsidiaries Affiliates of the non-enforcement of Section 7 and this Section 8 6 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Additional Acknowledgments. Executive Employee acknowledges that the provisions of this Section 8 3 are in consideration of: (i) of Employee’s employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Employee agrees and acknowledges that the restrictions contained in Section 7 2 and this Section 8 3 do not preclude Executive Employee from earning a livelihood, nor do they unreasonably impose limitations on ExecutiveEmployee’s ability to earn a living. In addition, Executive Employee acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitationor has been conducted throughout the Restricted Territory, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the worldRestricted Territory, and (iii) as part of his Employee's responsibilities, Executive Employee will be traveling throughout the Restricted Territory in furtherance of Employer’s 's business and its relationships. Executive agrees and relationships Employee acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 2 and this Section 8 3 outweighs any potential harm to Executive Employee of its enforcement by injunction or otherwise. Executive In particular, Employee agrees and acknowledges that he Employer expends significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and such methods, technology, customer lists, customer relationships and trade secrets have significant value. Employee acknowledges that Employee has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive Employee by this Agreement, Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly Employee acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.