Common use of Additional Acknowledgments Clause in Contracts

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer, and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 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 (x) that the business of Parent, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 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 Executive’s choosing regarding its contents, 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 Parent, Employer and their respective 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 and time period.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer, Employer and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 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 (xA) that the business of Parent, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (yB) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (zC) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. The covenants contained in each of Sections 2(a), 2(b), 2(c), 2(d), 2(e), 3(a) and 3(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. 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 and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parent, Employer and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Executive Securities 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 2 7 and this Section 3 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 (xi) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (yii) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that Parent, the Company and Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (ziii) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, the Company and Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or 7 and this Section 3 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 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 Parent, the Company and Employer and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer, Employer and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 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 (xA) that the business of Parent, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (yB) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (zC) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. The covenants contained in each of Sections 2(a), 2(b), 2(c), 2(d), 2(e), 3(a) and 3(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. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of Executive’s his choosing regarding its contents, 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 Parent, Employer and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive Employee acknowledges that the provisions of this Section 3 6 are in consideration of: (i) employment with Employer, (ii) the issuance of the Incentive Units by the Company and (iiiii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Employee agrees and acknowledges that the restrictions contained in Section 2 5 and this Section 3 6 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 (x) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including ExecutiveEmployee), it is expected that Parentthe Company, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s his responsibilities, Executive Employee will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive Employee agrees and acknowledges that the potential harm to Parentthe Company, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 5 or this Section 3 6 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 consulted with legal counsel of Executive’s his choosing regarding its contents, 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 Parentthe Company, Employer and their respective Subsidiaries 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, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 1 and 2 of this Section 3 Exhibit D are in consideration of: (i) employment the entering into this Agreement with Employer, Executive and (ii) additional good and valuable consideration as set forth in this Agreementconsideration. In addition, Executive agrees and acknowledges that the restrictions contained in Section Sections 1 and 2 and of this Section 3 Exhibit D 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 (xA) that the business of Parentthe Company, Employer VWR and their respective Subsidiaries and Affiliates will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Periodworld, (yB) notwithstanding the state of organization incorporation or principal office of Parentthe Company, Employer VWR or any of their respective SubsidiariesSubsidiaries or Affiliates, or any of their respective executives or employees (including Executive), it is expected that Parentthe Company, Employer VWR and their respective Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Periodworld, and (zC) as part of Executive’s responsibilities, Executive will may be traveling throughout the United States and other jurisdictions where Parentworld in furtherance of the Company’s, Employer VWR’s or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s Subsidiaries’ or Affiliates’ business and its relationships. Executive agrees and acknowledges that the potential harm to Parentthe Company, Employer VWR and any of their respective Subsidiaries and Affiliates of the non-enforcement of any provision Sections 1 and 2 of Section 2 or this Section 3 Exhibit D outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he Executive has carefully read this Agreement Exhibit D 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 Exhibit D and is are in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parentthe Company, Employer VWR and any of their respective Subsidiaries and Affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement Exhibit D is reasonable with respect to subject matter matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 Agreement are in consideration of: (i) of Executive’s at-will employment with Employer, and (ii) additional good and valuable consideration as set forth in this Agreementthe Company. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 3 and this Section 3 4 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 (x) that the business of Parent, Employer the Company and their respective Subsidiaries its Affiliates will be conducted throughout the United States and other jurisdictions where Parent, Employer the Company or any of their respective Subsidiaries its Affiliates conduct business during the Employment Period, ; (y) notwithstanding the state of organization or principal office of Parent, Employer the Company or any of their respective Subsidiariesits Affiliates, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer the Company and their respective Subsidiaries its Affiliates will have business activities and have valuable business relationships within its industry throughout the United States States, Canada, and other jurisdictions where Parent, Employer the Company or any of their respective Subsidiaries its Affiliates conduct business during the Employment Period, ; and (z) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States States, Canada, and other jurisdictions where Parent, Employer the Company or any of their respective Subsidiaries 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 Parent, Employer the Company and their respective Subsidiaries its Affiliates of the non-enforcement of any provision of Section 2 3 or this Section 3 4 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 Executive’s his choosing regarding its contents, 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 Parent, Employer the Company and their respective Subsidiaries 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive Employee acknowledges that the provisions of this Section 3 6 are in consideration of: (i) employment with Employer, (ii) the issuance of the Incentive Units and the Phantom Units by the Company and (iiiii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Employee agrees and acknowledges that the restrictions contained in Section 2 5 and this Section 3 6 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 (x) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including ExecutiveEmployee), it is expected that Parentthe Company, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s his responsibilities, Executive Employee will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive Employee agrees and acknowledges that the potential harm to Parentthe Company, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 5 or this Section 3 6 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 consulted with legal counsel of Executive’s his choosing regarding its contents, 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 Parentthe Company, Employer and their respective Subsidiaries 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, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer, and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 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 (x) that the business of Parent, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he 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 and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parent, Employer and their respective 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 and time period.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 3 7 are in consideration of: (i) of Executive’s employment with Employer, the Company and (ii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 Sections 5 and 6 and this Section 3 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 (x) that the business of Parent, Employer Acadia and their respective the Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Periodits territories and beyond, (y) notwithstanding the state of organization or principal office of Parent, Employer Acadia or any of their respective Subsidiariesthe Subsidiaries or facilities, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer Acadia and their respective the Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Periodits territories and beyond, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective 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 Parent, Employer Acadia and their respective the Subsidiaries of the non-enforcement of any provision of Section 2 or Sections 5 and 6 and this Section 3 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he Executive has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contentscontents or knowingly and voluntarily waived the opportunity to do so, 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 Parent, Employer Acadia and their respective 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 matter, duration and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 3 7 are in consideration of: (i) of Executive’s employment with Employerthe Company, the future issuance of incentive equity to the Executive by Holdings and (ii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 Sections 5 and 6 and this Section 3 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 (x) that the business of ParentHoldings, Employer the Company, and their respective Subsidiaries will be conducted throughout the United States North America, Australia, Europe, Asia, South America and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment PeriodAfrica and beyond, (y) notwithstanding the state of organization or principal office of ParentHoldings, Employer the Company or any of their respective SubsidiariesSubsidiaries or facilities, or any of their respective executives or employees (including Executive), it is expected that ParentHoldings, Employer the Company and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States North America, Australia, Europe, Asia, South America and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment PeriodAfrica and beyond, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States North America, Australia, Europe, Asia, South America and Africa and other jurisdictions where ParentHoldings, Employer or any of the Company and their respective Subsidiaries conduct business during the Employment Period course of Executive’s employment with Holdings, the Company and their respective Subsidiaries in furtherance of Employer’s their business and its relationships. Executive agrees and acknowledges that the restrictions contained in Sections 5 and 6 and this Section 7 are necessary to protect the legitimate business interests of Holdings, the Company and their respective Subsidiaries and that the potential harm to ParentHoldings, Employer the Company and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or Sections 5 and 6 and this Section 3 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he Executive has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contentscontents or knowingly and voluntarily waived the opportunity to do so, 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 ParentHoldings, Employer the Company and their respective Subsidiaries and 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 matter, duration and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 Restrictive Covenants are in mutually agreed upon consideration of: (i) employment with Employerthe Company, (ii) Executive’s opportunity to receive the Equity Award, (iii) the job protections afforded to Executive under this Agreement, and (iiiv) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 3 Restrictive Covenants 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 (x) that the business of Parent, Employer and their respective Subsidiaries the Company Group will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment PeriodStates, (y) notwithstanding the state of organization or principal office of Parent, Employer any member of the Company Group or any of their respective Subsidiariesfacilities, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries the Company Group will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment PeriodStates, and (z) as part of Executive’s responsibilities, Executive will be traveling provide services or have a material presence or influence (including travel) throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct the Company Group conducts business during the Employment Period in furtherance of Employerthe Company Group’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, Employer and their respective Subsidiaries the Company Group of the non-enforcement of any provision of Section 2 or this Section 3 Restrictive Covenant outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement Agreement, is hereby advised of his right to consult with legal counsel prior to signing this Agreement, and in fact has consulted with legal counsel of Executive’s choosing regarding its contents, 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 the trade secrets, confidential and proprietary information information, and goodwill of Parent, Employer and their respective Subsidiaries the Company Group now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint Restrictive Covenant imposed by this Agreement is reasonable with respect to subject matter matter, scope of activities, time period and time periodgeographical area. Executive acknowledges and agrees that a draft of this Agreement (including the provisions in this Section 6) have been provided to him by the earlier of a formal offer of employment or ten (10) business days before the commencement of his employment.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 Agreement are in consideration of: (i) employment with Employerthe Transaction, including Executive’s right to receive (indirectly, as an equityholder of the Company) his portion of the Member Payment and (ii) additional good and valuable consideration as set forth in this AgreementAgreement and the other Related Documents. In addition, Executive agrees and acknowledges that the restrictions contained in Section Sections 1, 2 and this Section 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 (x) that the business of Parent, Employer the Company and their respective its Subsidiaries will be conducted throughout the United States Restricted Territory and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiariesthe Company, or any of their respective its executives or employees (including Executive)employees, it is expected that Parent, Employer the Company and their respective its Subsidiaries will have business activities and have valuable business relationships within its industry in the Business throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationshipsRestricted Territory. Executive agrees and acknowledges that the potential harm to Parent, Employer the Investors and their respective the Company and its Subsidiaries of the non-enforcement non‑enforcement of any provision of Section Sections 1, 2 or this Section and 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 Executive’s his choosing regarding its contents, 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 Parent, Employer and their respective Subsidiaries the Company 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, time period and geographical area. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time periodwithin which the judgment may be appealed. Reformation of a restriction to validate its enforcement in any particular jurisdiction, however, will not affect the enforcement of the restriction as stated in any other jurisdiction in which it is enforceable as stated. Also, the invalidity of a restriction in any particular jurisdiction will not affect the validity or enforcement of the restriction in another jurisdiction where it is otherwise valid.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer, Employer and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 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 (x) that the business of the Parent, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where the Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of the Parent, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including Executive), it is expected that the Parent, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where the Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s his responsibilities, Executive will may be traveling throughout the United States and other jurisdictions where the Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Parent, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 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 Executive’s his choosing regarding its contents, 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 Parent, Employer and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer, Employer and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 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 (x) that the business of ParentEmployer, Employer the Parent and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where ParentEmployer, Employer the Parent or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of ParentEmployer, Employer the Parent or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that ParentEmployer, Employer the Parent and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where ParentEmployer, Employer the Parent or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s his or her responsibilities, Executive will may be traveling throughout the United States and other jurisdictions where ParentEmployer, Employer the Parent or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to ParentEmployer, Employer the Parent and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 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 Executive’s his or her choosing regarding its contents, 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 ParentEmployer, Employer the Parent and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer, Employer and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 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 (xA) that the business of Parent, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (yB) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (zC) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s 's business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. The covenants contained in each of Sections 2(a), 2(b), 2(c), 2(d), 2(e), 3(a) and 3(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. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of Executive’s his choosing regarding its contents, 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 Parent, Employer and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 9 are in consideration of: (i) Executive’s employment with Employer, (ii) the issuance of the Executive Securities 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 2 8 and this Section 3 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 (x) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including Executive), it is expected that Parentthe Company, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parentthe Company, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 8 or this Section 3 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. The covenants contained in each of Sections 8(a), 8(b), 8(c), 8(d), 9(a) and 9(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. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of Executive’s his choosing regarding its contents, 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 Parentthe Company, Employer and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 3 7 are in consideration of: (i) of Executive’s employment with Employer, the Company and (ii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 Sections 5 and 6 and this Section 3 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 (x) that the business of Parent, Employer Acadia and their respective the Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Periodits territories and beyond, (y) notwithstanding the state of organization or principal office of Parent, Employer Acadia or any of their respective Subsidiariesthe Subsidiaries or facilities, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer Acadia and their respective the Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Periodits territories and beyond, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective 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 Parent, Employer Acadia and their respective the Subsidiaries of the non-enforcement of any provision of Section 2 or Sections 5 and 6 and this Section 3 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he she has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contentscontents or knowingly and voluntarily waived the opportunity to do so, 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 Parent, Employer Acadia and their respective 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 matter, duration and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 3 7 are in consideration of: (i) of Executive’s employment with Employerthe Company, the future issuance of incentive equity to Executive by Holdings and (ii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 Sections 5 and 6 and this Section 3 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 (xi) that the business of ParentHoldings, Employer the Company and their respective Subsidiaries will be conducted throughout the United States North America, Australia, Europe, Asia, South America and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, Africa and beyond; (yii) notwithstanding the state of organization or principal office of ParentHoldings, Employer the Company or any of their respective SubsidiariesSubsidiaries or facilities, or any of their respective executives or employees (including Executive), it is expected that ParentHoldings, Employer the Company and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States North America, Australia, Europe, Asia, South America and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, Africa and beyond; and (ziii) as part of Executive’s responsibilities, Executive will be traveling throughout the United States North America, Australia, Europe, Asia, South America and Africa and other jurisdictions where ParentHoldings, Employer or any of the Company and their respective Subsidiaries conduct business during the Employment Period course of Executive’s employment with Holdings, the Company and their respective Subsidiaries in furtherance of Employer’s their business and its relationships. Executive agrees and acknowledges that the restrictions contained in Sections 5 and 6 and this Section 7 are necessary to protect the legitimate business interests of Holdings, the Company and their respective Subsidiaries and that the potential harm to ParentHoldings, Employer the Company and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or Sections 5 and 6 and this Section 3 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he Executive has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contentscontents or knowingly and voluntarily waived the opportunity to do so, 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 ParentHoldings, Employer the Company and their respective Subsidiaries and 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 matter, duration and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 8 are in consideration of: (i) employment with the Employer, (ii) the Company’s consent to the Executive’s purchase of the Co-Invest Units and granting of the right to Executive to own an equity interest in 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 2 7 and this Section 3 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 (xi) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (yii) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that Parent, the Company and Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (ziii) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, the Company and Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or 7 and this Section 3 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 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 Parent, the Company and Employer and their respective 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 matter, time period and time periodgeographical area. Notwithstanding any provision of this Agreement to the contrary, nothing contained in this Section 8 shall limit or alter the right of Executive to own an equity interest in the Company (or its successor) either before of after his Separation Date.

Additional Acknowledgments. Executive acknowledges (a) On and after the Eighth Amendment Effective Date, notwithstanding any provision in the Loan Documents to the contrary, any repayment of the Loans may not be reborrowed; provided that Letters of Credit may be issued subject to the provisions terms and conditions as set forth in Section 8 of this Section 3 Eighth Amendment. (b) The Lenders, Issuing Banks and Administrative Agent preserve the right to exercise any rights and remedies available to them in accordance with the Loan Documents, other applicable contracts, applicable law or in equity (including, without limitation, any right of set-off) in connection with such Specified Events, Additional Defaults or any other Defaults or Events of Default, in each case, except as expressly set forth in this Eighth Amendment or the Credit Agreement, as amended by this Eighth Amendment. (c) Upon the Stipulation Termination Date, the Administrative Agent, the Lenders and the Issuing Banks shall be free in their sole and absolute discretion to proceed to enforce any or all of their rights and exercise any or all of their remedies available under the Credit Agreement, the other Loan Documents and applicable law; including without limitation, those rights and remedies arising by virtue of the occurrence of any Defaults or Events of Default (including any such Defaults or Events of Default arising out of the Specified Events), and the Borrower and each Guarantor hereby waives notice thereof. The Borrower and each Guarantor hereby acknowledges and agrees that after the occurrence of the Stipulation Termination Date, the Specified Events may become Defaults or Events of Default, which shall be existing and continuing until such Defaults are cured by the Borrower or such Events of Default are waived, released or extinguished by the Administrative Agent and the Lenders in consideration ofaccordance with the terms of the Credit Agreement. (d) Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents shall remain in full force and effect in accordance with their respective terms, and none of this Eighth Amendment, the agreements and other provisions contained herein, or the making of any Loans or other extensions of credit subsequent hereto shall be construed to: (i) employment with Employerimpair the validity, and perfection or priority of any Lien or security interest securing the Indebtedness; (ii) additional good waive or impair any rights, powers or remedies of the Administrative Agent, the Lenders or the Issuing Banks under the Credit Agreement, the other Loan Documents or applicable law with respect to the Specified Events or otherwise except as expressly set forth herein; (iii) constitute an agreement by the Administrative Agent, the Lenders or the Issuing Banks, or require the Administrative Agent, the Lenders or the Issuing Banks to extend the Extension Period or forbear from exercising their rights and valuable consideration remedies under the Credit Agreement, the other Loan Documents or applicable law, or extend the term of the Credit Agreement or the time for payment of any of the Indebtedness; (iv) require the Administrative Agent, the Lenders or the Issuing Banks to make any Loans or to make any other extensions of credit to the Borrower or any Guarantor, other than as set forth in Section 8 or in the sole and absolute discretion of the Administrative Agent, the Lenders, and the Issuing Banks; or (v) constitute a waiver of any right of the Administrative Agent, the Lenders or the Issuing Banks to insist on strict compliance by the Borrower and the Guarantors with each and every term, condition and covenant of the Credit Agreement (as amended by this AgreementEighth Amendment) and the other Loan Documents, except as otherwise expressly provided herein. (e) The Borrower and each Guarantor acknowledges and agrees that the agreement of the Administrative Agent, the Lenders, and the Issuing Banks to grant the extension with respect to the Specified Events pursuant to and as reflected in this Eight Amendment, does not and shall not create (nor shall the Borrower or any Guarantor rely upon the existence of or claim or assert that there exists) any obligation of the Administrative Agent, the Lenders or the Issuing Banks to consider or agree to any waiver or any forbearance and, in the event that the Administrative Agent, the Lenders or the Issuing Banks subsequently agree to consider any waiver or any forbearance, neither the existence of any prior forbearance or waiver, nor this Eighth Amendment, nor any other conduct of the Administrative Agent, the Lenders or the Issuing Banks, or any of them, shall be of any force or effect on the consideration or decision with respect to any such requested waiver or forbearance, and neither the Administrative Agent nor any Lender or Issuing Bank shall have any obligation whatsoever to consider or agree to forbear or to waive any Default or Event of Default. In addition, Executive agrees none of (i) the execution and acknowledges that delivery of this Eighth Amendment, (ii) the restrictions contained actions of the Administrative Agent, the Lenders and the Issuing Banks in Section 2 obtaining or analyzing any information from the Borrower or the Guarantors, whether or not related to consideration of any waiver, modification, forbearance or alteration of the Credit Agreement, any Default or Event of Default thereunder, or otherwise, including, without limitation, any discussions or negotiations (heretofore or, if any, hereafter) between the Administrative Agent, the Lenders and this Section 3 do not preclude Executive from earning a livelihoodthe Issuing Banks and the Borrower and any Guarantor regarding any potential waiver, nor do they unreasonably impose limitations on Executive’s ability modification, forbearance or amendment related to earn a living. In additionthe Credit Agreement, Executive acknowledges (xiii) that any failure of the business of ParentAdministrative Agent, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer Lenders or the Issuing Banks to enforce any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization rights or principal office of Parent, Employer or exercise any of their respective Subsidiariesremedies under, pursuant or with respect to the Credit Agreement, the other Loan Documents or applicable law, or (iv) any action, inaction, waiver, forbearance, amendment or other modification of or with respect to the Credit Agreement or the other Loan Documents, shall, except to the extent otherwise expressly provided herein or unless evidenced by a subsequent written agreement (and then only to the extent provided by the express provisions thereof): (i) constitute a waiver by the Administrative Agent, any Lender or any Issuing Bank of, or an agreement by the Administrative Agent, any Lender or any Issuing Bank to forebear from enforcing any of their respective executives rights or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or exercising any of their respective Subsidiaries conduct business during remedies with respect to, any Default or Event of Default under the Employment PeriodCredit Agreement or any other Loan Document; (ii) constitute a waiver by or estoppel of the Administrative Agent, and any Lender or any Issuing Bank as to the satisfaction or lack of satisfaction of any covenant, term or condition set forth in the Credit Agreement or any other Loan Document; or (ziii) as constitute an amendment to or modification of, or an agreement on the part of Executive’s responsibilitiesthe Administrative Agent, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer any Lender or any Issuing Bank to enter into any amendment to or modification of, or an agreement to negotiate or continue to negotiate with respect to, the Credit Agreement or any other Loan Document or any amendment of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, Employer and their respective Subsidiaries any of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement same. (f) The Borrower 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 and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parent, Employer and their respective Subsidiaries now existing or to be developed in the future. Executive each Guarantor expressly acknowledges and agrees that the waivers, estoppels and releases in favor of the Administrative Agent, the Lenders and the Issuing Banks contained in this Eighth Amendment shall not be construed as an admission of any wrongdoing, liability or culpability on the part of the Administrative Agent, any Lender or any Issuing Bank, or as an admission by the Administrative Agent, any Lender or any Issuing Bank of the existence of any claims by the Borrower or any Guarantor against the Administrative Agent, any Lender or any Issuing Bank. (g) The Borrower for itself and on behalf of each of its Subsidiaries (other than Xxxxx and every restraint imposed by this Agreement its Subsidiaries) hereby acknowledges and agrees that during the Extension Period, it shall fund interest payments on Senior Notes and the Junior Lien Debt only and exclusively from the RBL Draw Proceeds, and use of funds in the Controlled Proceeds Accounts for such interest payments is reasonable with respect to subject matter prohibited and time periodany such use shall constitute an immediate Event of Default.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Executive Securities 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 2 and 7and this Section 3 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 (xi) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (yii) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that Parent, the Company and Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (ziii) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, the Company and Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or 7 and this Section 3 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 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 Parent, the Company and Employer and their respective 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 matter, time period and time periodgeographical area. Notwithstanding any provision of this Agreement to the contrary, nothing contained in this Section 8 shall limit or alter the right of Executive to own an equity interest in the Company (or its successor) either before of after his Separation Date.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 3 7 are in consideration of: (i) of Executive’s employment with Employer, the Company and (ii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 Sections 5 and 6 and this Section 3 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 (x) that the business of Parent, Employer Holdings and their respective the Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Periodits territories and beyond, (y) notwithstanding the state of organization or principal office of Parent, Employer Holdings or any of their respective Subsidiariesthe Subsidiaries or facilities, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer Holdings and their respective the Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Periodits territories and beyond, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Holdings 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 Parent, Employer Holdings and their respective the Subsidiaries of the non-enforcement of any provision of Section 2 or Sections 5 and 6 and this Section 3 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 contentscontents or knowingly and voluntarily waived the opportunity to do so, 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 Parent, Employer Holdings and their respective 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 matter, duration and time periodgeographical area.

Additional Acknowledgments. Executive Holder acknowledges that the provisions of Section 4, Section 5 and this Section 3 6 are in consideration of: of (i) employment with Employer, the issuance of Incentive Units by Holdings and Aggregator pursuant to this Agreement and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Holder agrees and acknowledges that the restrictions contained in Section 2 4, Section 5 and this Section 3 6 do not preclude Executive Holder from earning a livelihood, nor do they unreasonably impose limitations on ExecutiveHolder’s ability to earn a living. In addition, Executive Holder acknowledges (x) that that the business Business of Parent, Employer and their respective Subsidiaries the Companies will be conducted throughout the United States and other jurisdictions where Parentits territories and beyond, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parent, Employer the Company or any of their respective Subsidiariesits Subsidiaries or facilities, or any of their respective executives or employees (including ExecutiveHolder), it is expected that ParentAggregator, Employer Holdings and their respective its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, its territories and beyond and (z) as part of ExecutiveHolder’s responsibilities, Executive Holder will be traveling throughout the United States and other jurisdictions where ParentAggregator, Employer or any of their respective Holdings and its Subsidiaries conduct business during the Employment Relationship Period in furtherance of Employer’s business Aggregator, Holdings’ and its Subsidiaries’ business relationships. Executive Holder agrees and acknowledges that the restrictions contained in Section 4, Section 5 and this Section 6 are necessary to protect the legitimate business interests of the Companies and that the potential harm to Parent, Employer and their respective Subsidiaries the Companies of the non-enforcement of any provision of Section 2 4 or Section 5 or this Section 3 6 outweighs any potential harm to Executive Holder of its enforcement by injunction or otherwise. Executive Holder acknowledges that he Holder has carefully read this Agreement and either consulted with legal counsel of ExecutiveHolder’s choosing regarding its contentscontents or knowingly and voluntarily waived the opportunity to do so, has given careful consideration to the restraints imposed upon Executive Holder by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parent, Employer the Companies and their respective Subsidiaries Affiliates now existing or to be developed in the future. Executive Holder expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter matter, duration and time periodgeographical area. Holder understands and agrees that the restrictive covenants in this 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 Holder and Aggregator, Holdings or any of its Subsidiaries or Affiliates, whether entered into before or after the date hereof (each, an “Additional Obligation”). By executing this Agreement, Holder acknowledges, reaffirms and agrees that Holder is and shall continue to be bound by the terms and conditions of such Additional Obligations.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 9 are in consideration of: (i) employment with Employer, (ii) the issuance of the Executive Securities 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 2 8 and this Section 3 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 (x) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including Executive), it is expected that Parentthe Company, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parentthe Company, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 8 or this Section 3 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. The covenants contained in each of Sections 8(a), 8(b), 8(c), 8(d), 8(e), 9(a) and 9(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. Executive acknowledges that he has carefully read this Agreement and consulted with legal counsel of Executive’s his choosing regarding its contents, 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 Parentthe Company, Employer and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Founders Units by the Company, the Company’s consent to the Executive’s purchase of the Co-Invest Units and granting of the right to Executive to own an equity interest in 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 2 7 and this Section 3 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 (xi) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (yii) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that Parent, the Company and Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (ziii) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, the Company and Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or 7and this Section 3 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 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 Parent, the Company and Employer and their respective 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 matter, time period and time periodgeographical area. Notwithstanding any provision of this Agreement to the contrary, nothing contained in this Section 8 shall limit or alter the right of Executive to own an equity interest in the Company (or its successor) either before of after his Separation Date.

Additional Acknowledgments. Executive Each Business Warranty Vendor understands and agrees that no federal, state or other governmental agency has passed upon or endorsed the merits of the offering of the Consideration Shares or made any findings or determination as to the fairness of an investment in the Consideration Shares. Each Business Warranty Vendor acknowledges that the provisions Consideration Shares may be subject to dilution for events not under the control of the Vendors. Each Business Warranty Vendor has completed its independent inquiry and has relied fully upon the advice of legal counsel, tax, accountant, financial and other representatives in determining the legal, tax, financial and other consequences of this Section 3 are in consideration of: (i) employment with EmployerAgreement and the Transaction and the suitability of this Agreement and the Transaction for the Vendors and their particular circumstances, and, except as set forth herein, has not relied upon any representations or advice by Holdings, Purchaser, the Company or their respective representatives. Each Business Warranty Vendor acknowledges and (ii) additional good and valuable consideration agrees that, except as set forth in this Agreement. In additionclause 16 and Schedule 3, Executive agrees and acknowledges that no representations or warranties have been made by Holdings, Purchaser, the restrictions contained in Section 2 and this Section 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 (x) that the business of Parent, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer Company or any of their respective Subsidiaries conduct business during representatives, and that each Business Warranty Vendor has not been guaranteed or represented to by any person: (a) any specific amount or the Employment Periodevent of the distribution of any cash, property or other interest in Holdings; or (yb) notwithstanding the state profitability or value of organization the Consideration Shares in any manner whatsoever. The Business Warranty Vendors: (a) have been represented by counsel (or principal office of Parent, Employer or any of their respective Subsidiaries, or any of their respective executives or employees have had the opportunity to consult with independent counsel and has declined to do so); (b) have carefully read and fully understand this Agreement (including Executive)all schedules hereto) in its entirety and has had it fully explained to it, it is expected that Parent, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer her or any of their respective Subsidiaries conduct business during the Employment Period, and him by counsel; (zc) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, Employer and their respective Subsidiaries are fully aware of the non-enforcement of any provision of Section 2 or this Section 3 outweighs any potential harm contents hereof and the meaning, intent and legal effect thereof; and (d) are competent to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read execute 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 have executed this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parentfree from coercion, Employer and their respective Subsidiaries now existing duress or to be developed in the futureundue influence. Executive expressly Each Business Warranty Vendor hereby acknowledges and agrees that each it will not, nor will any person acting at such Business Warranty Vendor’s direction or pursuant to any understanding with such Business Warranty Vendor, directly or indirectly offer, sell, pledge, contract to sell, sell any option, engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the United States Securities Exchange Act of 1934, as amended, including all types of direct and every restraint imposed by indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage or other similar financing arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers, of any Holdings Ordinary Shares or the Consideration Shares until the consummation of the Transaction (or such earlier termination of this Agreement is reasonable in accordance with respect its terms). Each Business Warranty Vendor acknowledges that the Consideration Shares: (a) were not offered to subject matter it by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act; and (b) are not being offered to it in a manner involving a public offering under, or, to its knowledge, in a distribution in violation of, the Securities Act or any other applicable securities laws. To each Business Warranty Vendor’s knowledge, no foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in Holdings as a result of the Transaction such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and time periodno foreign person will have control (as defined in 31 C.F.R. Part 800.208) over Holdings from and after the Completion as a result of the Transaction.]

Additional Acknowledgments. Executive Employee acknowledges that the provisions of this Section 3 5 are in consideration of: (i) employment with the Employer, and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 3 Agreement 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 that (x) that the business of Parent, the Employer and their respective Subsidiaries its Related Companies will be conducted throughout the United States Territory and other jurisdictions where Parent, the Employer or any of their respective Subsidiaries its Related Companies conduct business during the Employment Periodterm of employment, (y) notwithstanding the state of organization or principal office of Parent, the Employer or any of their respective Subsidiariesits Related Companies, or any of their respective executives or employees (including Executivethe Employee), it is expected that Parent, the Employer and their respective Subsidiaries its Related Companies will have business activities and have valuable business relationships within its industry throughout the United States Territory and other jurisdictions where Parent, the Employer or any of their respective Subsidiaries its Related Companies conduct business during the Employment Periodterm of employment, and (z) as part of Executive’s his responsibilities, Executive Employee will be traveling throughout the United States Territory and other jurisdictions where Parent, the Employer or any of their respective Subsidiaries its Related Companies conduct business during the Employment Period term of employment in furtherance of Employer’s 's business and its relationships. Executive Employee agrees and acknowledges that the potential harm to Parent, the Employer and their respective Subsidiaries its Related Companies of the non-enforcement of any provision of Section 2 or this Section 3 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 consulted with legal counsel of Executive’s his choosing regarding its contents, 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 Parent, the Employer and their respective Subsidiaries its Related Companies 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, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer, (ii) the issuance of the Executive Securities by the Partnership pursuant to the Original Senior Management Agreement 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 2 and this Section 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 (x) that the business of ParentEmployer, Employer the Parent and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where ParentEmployer, Employer the Parent or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of ParentEmployer, Employer the Parent or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that ParentEmployer, Employer the Parent and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where ParentEmployer, Employer the Parent or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s his or her responsibilities, Executive will may be traveling throughout the United States and other jurisdictions where ParentEmployer, Employer the Parent or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to ParentEmployer, Employer the Parent and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 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 his or her choosing regarding its contents, 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 ParentEmployer, Employer the Parent and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 8 are in consideration of: (i) employment with the Employer, (ii) the Company’s consent to the Executive’s purchase of the Co-Invest Units and granting of the right to Executive to own an equity interest in 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 2 7 and this Section 3 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 (xi) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (yii) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that Parent, the Company and Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (ziii) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, the Company and Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or 7 and this Section 3 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 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 Parent, the Company and Employer and their respective 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 matter, time period and time period.geographical area. Notwithstanding any provision of this Agreement to the contrary, nothing contained in this

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 Restrictive Covenants are in mutually agreed upon consideration of: (i) employment with Employerthe Company, (ii) Executive’s opportunity to receive the Equity Award, (iii) the job protections afforded to Executive under this Agreement, and (iiiv) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 3 Restrictive Covenants 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 (x) that the business of Parent, Employer and their respective Subsidiaries the Company will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment PeriodStates, (y) notwithstanding the state of organization or principal office of Parent, Employer any member of the Company or any of their respective Subsidiariesfacilities, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries the Company will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment PeriodStates, and (z) as part of Executive’s responsibilities, Executive will be traveling provide services or have a material presence or influence (including travel) throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct the Company conducts business during the Employment Period in furtherance of Employerthe Company’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, Employer and their respective Subsidiaries the Company of the non-enforcement of any provision of Section 2 or this Section 3 Restrictive Covenant outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement Agreement, is hxxxxx advised of his right to consult with legal counsel prior to signing this Agreement, and in fact has consulted with legal counsel of Executive’s choosing regarding its contents, 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 the trade secrets, confidential and proprietary information information, and goodwill of Parent, Employer and their respective Subsidiaries the Company now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint Restrictive Covenant imposed by this Agreement is reasonable with respect to subject matter matter, scope of activities, time period and time periodgeographical area. Executive acknowledges and agrees that a draft of this Agreement (including the provisions in this Section 6) have been provided to him by the earlier of a formal offer of employment or ten (10) business days before the commencement of his employment.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 7 are in consideration of: (i) employment with Employer, (ii) the issuance of the Executive Securities 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 2 6 and this Section 3 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 (x) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives executive or employees (including Executive), it is expected that Parentthe Company, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z2) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parentthe Company, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 6 or this Section 3 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. The covenants contained in each of Sections 6(a), 6(b), 6(c), 6(d), 6(e), 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. 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 and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parentthe Company, Employer and their respective Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint estraint imposed by this Agreement is reasonable with respect to subject matter matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: (i) employment with Employer, (ii) the issuance of the Executive Securities by the Partnership pursuant to the Original Senior Management Agreement 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 2 and this Section 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 (x) that the business of ParentEmployer, Employer the Parent and their respective ‘ Subsidiaries will be conducted throughout the United States and other jurisdictions where ParentEmployer, Employer the Parent or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of ParentEmployer, Employer the Parent or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that ParentEmployer, Employer the Parent and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where ParentEmployer, Employer the Parent or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s his or her responsibilities, Executive will may be traveling throughout the United States and other jurisdictions where ParentEmployer, Employer the Parent or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. , Executive agrees and acknowledges that the potential harm to ParentEmployer, Employer the Parent and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 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 his or her choosing regarding its contents, 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 ParentEmployer, Employer the Parent and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 7 are in consideration of: (i) Executive’s employment with Employer, (ii) the issuance of the Executive Securities 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 2 6 and this Section 3 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 (x) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including Executive), it is expected that Parentthe Company, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parentthe Company, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 6 or this Section 3 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. The covenants contained in each of Sections 6(a), 6(b), 6(c), 6(d), 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. 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 and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parentthe Company, Employer and their respective 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 3 7 are in consideration of: (i) of Executive’s employment with Employerthe Company, the future issuance of incentive equity to the Executive by Holdings and (ii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 Sections 5 and 6 and this Section 3 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 (x) that the business of ParentHoldings, Employer the Company, and their respective Subsidiaries will be conducted throughout the United States North America, Australia, Europe, Asia, South America and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment PeriodAfrica and beyond, (y) notwithstanding the state of organization or principal office of ParentHoldings, Employer the Company or any of their respective SubsidiariesSubsidiaries or facilities, or any of their respective executives or employees (including Executive), it is expected that ParentHoldings, Employer the Company and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States North America, Australia, Europe, Asia, South America and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment PeriodAfrica and beyond, and (z) as part aspart of Executive’s responsibilities, Executive will be traveling throughout the United States North America, Australia, Europe, Asia, South America and Africa and other jurisdictions where ParentHoldings, Employer or any of the Company and their respective Subsidiaries conduct business during the Employment Period course of Executive’s employment with Holdings, the Company and their respective Subsidiaries in furtherance of Employer’s their business and its relationships. Executive agrees and acknowledges that the restrictions contained in Sections 5 and 6 and this Section 2 are necessary to protect the legitimate business interests of Holdings, the Company and their respective Subsidiaries and that the potential harm to ParentHoldings, Employer the Company and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or Sections 5 and 6 and this Section 3 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he Executive has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contentscontents or knowingly and voluntarily waived the opportunity to do so, 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 ParentHoldings, Employer the Company and their respective Subsidiaries and 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 matter, duration and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 2(f) are in consideration of: (i) employment with Employer, and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 3 2(f) 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 (x) that the business of Parent, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or this Section 3 2(f) 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 Executive’s choosing regarding its contents, 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 Parent, Employer and their respective 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 and time period.

Additional Acknowledgments. Executive Director acknowledges that the provisions of this Section 3 7 are in consideration of: (i) employment board membership with Employerthe Company and OpCo, (ii) the issuance of the Director Securities and (iiiii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive Director agrees and acknowledges that the restrictions contained in Section 2 6 and this Section 3 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 (x) that the business of Parent, Employer the Company and their respective its Subsidiaries will be conducted throughout the United States and other jurisdictions where Parent, Employer the Company or any of their respective its Subsidiaries conduct business during the Employment Board Period, and (y) notwithstanding the state of organization or principal office of Parent, Employer the Company or any of their respective its Subsidiaries, or any of their its respective executives or employees (including Executive)employees, it is expected that Parent, Employer the Company and their respective its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer the Company or any of their respective its Subsidiaries conduct business during the Employment Board Period, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive Director agrees and acknowledges that the potential harm to Parent, Employer the Company and their respective its Subsidiaries of the non-enforcement of any provision of Section 2 6 or this Section 3 7 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 Executive’s his choosing regarding its contents, has given careful consideration to the restraints imposed upon Executive Director by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of Parent, Employer and their respective the Company 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 matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 are in consideration of: of (i) employment with Employer, the Employer and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 and this Section 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 (xA) that the business of Parentthe Company, Employer and their respective Subsidiaries will be conducted throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (yB) notwithstanding the state of organization or principal office of Parentthe Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that Parent, the Company and Employer and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (zC) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parentthe Company, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to Parent, the Company and Employer and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or and this Section 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 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 Parent, the Company and Employer and their respective 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 matter, time period and time periodgeographical area. Notwithstanding any provision of this Agreement to the contrary, nothing contained in this Section 3 shall limit or alter the right of Executive to own an equity interest in the Company (or its successor) either before of after his Separation Date.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 3 7 are in consideration of: (i) of Executive’s employment with Employerthe Company, the future issuance of incentive equity to Executive by Holdings and (ii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 Sections 5 and 6 and this Section 3 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 (xi) that the business of ParentHoldings, Employer the Company, and their respective Subsidiaries will be conducted throughout the United States North America, Australia, Europe, Asia, South America and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, Africa and beyond; (yii) notwithstanding the state of organization or principal office of ParentHoldings, Employer the Company or any of their respective SubsidiariesSubsidiaries or facilities, or any of their respective executives or employees (including Executive), it is expected that ParentHoldings, Employer the Company and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States North America, Australia, Europe, Asia, South America and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, Africa and beyond; and (ziii) as part of Executive’s responsibilities, Executive will be traveling throughout the United States North America, Australia, Europe, Asia, South America and Africa and other jurisdictions where ParentHoldings, Employer or any of the Company and their respective Subsidiaries conduct business during the Employment Period course of Executive’s employment with Holdings, the Company and their respective Subsidiaries in furtherance of Employer’s their business and its relationships. Executive agrees and acknowledges that the restrictions contained in Sections 5 and 6 and this Section 7 are necessary to protect the legitimate business interests of Holdings, the Company and their respective Subsidiaries and that the potential harm to ParentHoldings, Employer the Company and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or Sections 5 and 6 and this Section 3 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he Executive has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contentscontents or knowingly and voluntarily waived the opportunity to do so, 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 ParentHoldings, Employer theCompany and their respective Subsidiaries and 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 matter, duration and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 Agreement are in consideration of: (i) employment with Employerthe Transaction, including Executive’s right to receive (indirectly, as an equityholder of the Company) his portion of the Member Payment and (ii) additional good and valuable consideration as set forth in this AgreementAgreement and the other Related Documents. In addition, Executive agrees and acknowledges that the restrictions contained in Section Sections 1, 2 and this Section 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 (x) that the business of Parent, Employer the Company and their respective its Subsidiaries will be conducted throughout the United States Restricted Territory and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, (y) notwithstanding the state of organization or principal office of Parent, Employer or any of their respective Subsidiariesthe Company, or any of their respective its executives or employees (including Executive)employees, it is expected that Parent, Employer the Company and their respective its Subsidiaries will have business activities and have valuable business relationships within its industry in the Business throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment Period in furtherance of Employer’s business and its relationshipsRestricted Territory. Executive agrees and acknowledges that the potential harm to Parent, Employer the Investors and their respective the Company and its Subsidiaries of the non-enforcement non‑enforcement of any provision of Section Sections 1, 2 or this Section and 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 Executive’s his choosing regarding its contents, 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 Parent, Employer and their respective Subsidiaries the Company 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, time period and geographical area. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time periodwithin which the judgment may be appealed. Reformation of a restriction to validate its enforcement in any particular jurisdiction, however, will not affect the enforcement of the restriction as stated in any other jurisdiction in which it is enforceable as stated. Also, the invalidity of a restriction in any particular jurisdiction will not affect the validity or enforcement of the restriction in another jurisdiction where it is otherwise valid. -3- 5.

Additional Acknowledgments. Executive acknowledges that the provisions of this Section 3 Agreement are in consideration of: (i) of Executive’s at-will employment with Employer, and (ii) additional good and valuable consideration as set forth in this Agreementthe Company. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 3 and this Section 3 4 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 (x) that the business of Parent, Employer the Company and their respective Subsidiaries its Affiliates will be conducted throughout the United States and other jurisdictions where Parent, Employer the Company or any of their respective Subsidiaries its Affiliates conduct business during the Employment Period, ; (y) notwithstanding the state of organization or principal office of Parent, Employer the Company or any of their respective Subsidiariesits Affiliates, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer the Company and their respective Subsidiaries its Affiliates will have business activities and have valuable business relationships within its industry throughout the United States States, Canada, and other jurisdictions where Parent, Employer the Company or any of their respective Subsidiaries its Affiliates conduct business during the Employment Period, ; and (z) as part of Executive’s his responsibilities, Executive will be traveling throughout the United States States, Canada, and other jurisdictions where Parent, Employer the Company or any of their respective Subsidiaries 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 Parent, Employer the Company and their respective Subsidiaries its Affiliates of the non-enforcement of any provision of Section 2 3 or this Section 3 4 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 Executive’s his choosing regarding its contents, 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 Parent, Employer the Company and their respective Subsidiaries its Affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint F. imposed by this Agreement is reasonable with respect to subject matter matter, time period and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 3 7 are in consideration of: (i) of Executive’s employment with Employerthe Company, the future issuance of incentive equity to the Executive by Holdings and (ii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 Sections 5 and 6 and this Section 3 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 (xi) that the business of ParentHoldings, Employer the Company, and their respective Subsidiaries will be conducted throughout the United States North America, Australia, Europe, Asia, South America and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment PeriodAfrica and beyond, (yii) notwithstanding the state of organization or principal office of ParentHoldings, Employer the Company or any of their respective SubsidiariesSubsidiaries or facilities, or any of their respective executives or employees (including Executive), it is expected that ParentHoldings, Employer the Company and their respective Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States North America, Australia, Europe, Asia, South America and other jurisdictions where Parent, Employer or any of their respective Subsidiaries conduct business during the Employment PeriodAfrica and beyond, and (ziii) as part of Executive’s responsibilities, Executive will be traveling throughout the United States North America, Australia, Europe, Asia, South America and Africa and other jurisdictions where ParentHoldings, Employer or any of the Company and their respective Subsidiaries conduct business during the Employment Period course of Executive’s employment with Holdings, the Company and their respective Subsidiaries in furtherance of Employer’s their business and its relationships. Executive agrees and acknowledges that the restrictions contained in Sections 5 and 6 and this Section 7 are necessary to protect the legitimate business interests of Holdings, the Company and their respective Subsidiaries and that the potential harm to ParentHoldings, Employer the Company and their respective Subsidiaries of the non-enforcement of any provision of Section 2 or Sections 5 and 6 and this Section 3 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he Executive has carefully read this Agreement and either consulted with legal counsel of Executive’s choosing regarding its contentscontents or knowingly and voluntarily waived the opportunity to do so, 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 ParentHoldings, Employer the Company and their respective Subsidiaries and 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 matter, duration and time periodgeographical area.

Additional Acknowledgments. Executive acknowledges that the provisions of Sections 5 and 6 and this Section 3 7 are in consideration of: (i) of Executive’s employment with Employer, the Company and (ii) additional other good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 2 Sections 5 and 6 and this Section 3 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 (x) that the business of Parent, Employer Acadia and their respective the Subsidiaries will be is conducted throughout the United States and other jurisdictions where Parent, Employer or any certain of their respective Subsidiaries conduct business during the Employment Periodits territories, (y) notwithstanding the state of organization or principal office of Parent, Employer Acadia or any of their respective Subsidiariesthe Subsidiaries or facilities, or any of their respective executives or employees (including Executive), it is expected that Parent, Employer Acadia and their respective the Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and other jurisdictions where Parent, Employer or any certain of their respective Subsidiaries conduct business during the Employment Periodits territories, and (z) as part of Executive’s responsibilities, Executive will be traveling throughout the United States and other jurisdictions where Parent, Employer or any of their respective 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 Parent, Employer Acadia and their respective the Subsidiaries of the non-enforcement of any provision of Section 2 or Sections 5 and 6 and this Section 3 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 contentscontents or knowingly and voluntarily waived the opportunity to do so, 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 Parent, Employer Acadia and their respective 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 matter, duration and time periodgeographical area.