Common use of Covenant Not to Compete or Solicit Clause in Contracts

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive acknowledges and recognizes that the services to be performed by him hereunder are special, unique and extraordinaryhighly competitive nature of the business of the Corporation. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agreeagrees as follows: (i) During the Term and, that he for a period of twelve months following the date the Executive ceases to be a employed by the Corporation (the “Restricted Period”), the Executive shall not, directly or indirectly, at any time during in the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): United States, (i) except as provided in Subsection (c) below, engage in any line business that materially competes with the primary business of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to (ii) enter the employ of, or render any services to, any person or entity engaged in any business that materially competes with the primary business of operating an online insurance marketplacethe Corporation in the portions of the Business so competing, either on his own behalf (iii) acquire a financial interest in, or otherwise become actively involved with, any person or entity engaged in any business that materially competes with the primary business of the Corporation, other than as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractorinactive investor holding not more than 5% of the outstanding publicly traded securities of an entity which is registered under Section 12(b) or 12(g) of the Securities Act of 1934 or (iv) interfere with, or co-venturer of any third party; orattempt to interfere with, business relationships between the Corporation and its customers, clients, suppliers or investors. (ii) During the Restricted Period, except in performance of this Agreement, the Executive shall not, directly or indirectly, (i) solicit or encourage any employee of the Corporation to employ leave the employment of the Corporation or engage(ii) hire any such employee who was employed by the Corporation as of the date of the Executive’s termination of employment for the Corporation. (iii) During the Restricted Period, for the Executive shall not, directly or on behalf of himself indirectly, solicit or any third party, encourage to cease to work with the Corporation any employee or agent of consultant then under contract with the Corporation. (b) The It is expressly understood and agreed that although the Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be unenforceable by reason enforceable. Alternatively, if a court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated herebyrestrictions contained herein. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (ec) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period provisions of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean survive the continental United Statestermination of the Executive’s employment hereunder and until the end of the Restricted Period except in the event that this Agreement is terminated pursuant to Section 5(a)(iv) or (vi), hereof, in which case such provisions shall not survive termination of this Agreement.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that that, as related to Max Sound, he shall not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan formally planned to enter enter, during the period of Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e10(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of the Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee employee, vendor, or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period Period, solicit any customers of the Corporation with respect to products or services competitive with products or services then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 10 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD“Restricted Period," ” as used in this Section 910, shall mean the period of the Executive's ’s actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" “Restricted Area” as used in this Section 9 10 shall mean the continental United States, including, without limitation, any and all cities other geographic areas in which the Corporation offers its services or has taken steps to commence operations.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that Throughout the services to be performed by him hereunder are specialten (10) year period immediately after the Closing Date, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agreeneither Seller nor SVCMC shall, and accordinglySeller shall not permit any of its Affiliates which it controls to, the Executive does hereby agree, that he shall notat any time, directly or indirectly, at without the prior written consent of Purchaser, own, operate, manage or control any time during business or healthcare facility that renders the "Restricted Period" type of healthcare services as provided by the Business on the Closing Date except as set forth in Section 8.11(a) of the Seller Disclosure Schedule within the "Restricted Area" following New York State counties: Bronx, Kings, New York, Queens and Richmond. Notwithstanding the foregoing and without agreeing (as those terms are defined implicitly or otherwise) that the following activities would otherwise be subject to the provisions of this Section 8.11(a), nothing in this Agreement shall preclude, prohibit or restrict Seller, SVCMC nor or any of their Affiliates from engaging in any manner in the current and contemplated businesses listed in Section 9(e8.11(a) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the CorporationSeller Disclosure Schedule. (b) The Executive hereby agrees that he will notFrom the date hereof and throughout the two (2) year period immediately after the Closing Date, neither Seller nor SVCMC shall, and SVCMC shall not permit any of its Affiliates which it controls to, at any time, directly or indirectly, for without the prior written consent of Purchaser, solicit, recruit, employ or on behalf of himself contract with any Employee, provided, that except as expressly provided in this Agreement, nothing in this Agreement shall preclude SVCMC or any third partyof its Affiliates, at including Seller, from continuing any time during employment relationships with Employees existing on the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporationdate hereof. (c) If From the date hereof and throughout the two (2) year period immediately after the Closing Date, neither Seller nor SVCMC shall, and SVCMC shall not permit any of its Affiliates which it controls to, at any time, directly or indirectly, without the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason prior written consent of Purchaser, solicit, recruit, employ or contract with any employee of the extent, duration Purchaser; provided that nothing shall prohibit SVCMC or geographical scope thereofits Affiliates from performing, or otherwisehaving performed on their behalf, then a general solicitation for employees not specifically focused at the court making such determination shall have employees of the right to reduce such extentPurchaser through the use of media, durationadvertisement, geographical scope, electronic job boards or other provisions hereofgeneral, and in its reduced form this Section shall then be enforceable in the manner contemplated herebypublic solicitations. (d) This Section 9 From the date hereof until the Closing Date, Purchaser shall not be construed to prevent the Executive from owningand shall cause its Affiliates not to, directly or indirectly, without the prior written consent of Seller, solicit, recruit, employ or contract with any Employee; provided that nothing shall prohibit Purchaser or its Affiliates from (1) soliciting or recruiting Employees for employment in connection with the aggregateBusiness, an amount and (2) performing, or having performed on their behalf, a general solicitation for employees not exceeding five percent (5%) specifically focused at the Employees, through the use of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded media, advertisement, electronic job boards or listed on a national securities exchange or in the over-the-counter marketother general, public solicitations. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e10(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplacecoordinating music festivals and sporting events promotions, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee employee, vendor, or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period Period, solicit any customers of the Corporation with respect to products or services competitive with products or services then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 10 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD“Restricted Period," ” as used in this Section 910, shall mean the period of the Executive's ’s actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" “Restricted Area” as used in this Section 9 10 shall mean the continental United States, including, without limitation, any and all cities other geographic areas in which the Corporation offers its services or has taken steps to commence operations or does provides services in such city or area.

Covenant Not to Compete or Solicit. During the time Buyer employs Stockholder and (ai) The Executive recognizes for a period of six (6) months thereafter with respect to competition and (ii) for a period of twelve (12) months thereafter with respect to solicitation of customers (the “Noncompetition Period”), neither the Seller nor the Stockholder will engage directly or indirectly in any business that is directly competitive with the services to be performed by him hereunder are specialBusiness in the United States; provided, unique and extraordinary. The parties confirm however, that it is reasonably necessary for the protection no owner of less than 5% of the Corporation that outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason thereof in any of its businesses. During the Executive agreeapplicable Noncompetition Period, and accordinglyneither the Seller nor the Stockholder shall induce or attempt to induce any customer, or supplier of the Executive does hereby agreeBuyer or any affiliate of the Buyer to terminate its relationship with the Buyer or any affiliate of the Buyer or to enter into any business relationship to provide or purchase the same or substantially the same services as are provided to or purchased from the Business which might harm the Buyer or any affiliate of the Buyer. During the applicable Noncompetition Period, that he shall notneither the Seller nor the Stockholder shall, directly on behalf of any entity other than the Buyer or indirectlyan affiliate of the Buyer, hire or retain, or attempt to hire or retain, in any capacity any person who is, or was at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus preceding twelve (12) months months, an employee or officer of the Buyer or an affiliate of the Buyer. For purposes of this Section 4.4, an affiliate of the Buyer shall refer to a person or entity, the identity of which is known to Seller or the Stockholder as an affiliate of the Buyer, and which is in the same business as the Business. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4.4 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 date expiration of the Executive is actually no longer employed by time within which the Corporationjudgment may be appealed. The term "RESTRICTED AREA" as used in Notwithstanding the foregoing, neither the Seller nor the Stockholder shall be required to comply with this Section 9 shall mean 4.4 at any time that the continental United StatesBuyer is in material breach of this Agreement or any of the other Transaction Documents; provided that the Seller and the Stockholder provide the Buyer with written notice of such material breach and a thirty (30) day opportunity to cure such material breach.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectlydirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e10(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, Corporation either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or except for engaging in any line of business that does not directly compete with the Corporation; or except if Executive owns or operates a retail store which sells products from the Corporation; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee employee, or contracted agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectlydirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period Period, solicit any customers of the Corporation with respect to products or services competitive with products or services then being sold by the Corporation, unless product does not compete with Corporation. (c) If any of the restrictions contained in this Section 9 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 10 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding twenty-five percent (525%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; (for the absence of doubt, notwithstanding anything herein to the contrary, Executive shall not be restricted from participating or from engaging in, as officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer, any business that is a licensed insurance company, provided that if such licensed insurance company maintains or operates an online insurance marketplace, Executive may not be assigned to such online insurance marketplace as his primary functional area of responsibility); or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period Period, solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (ai) For so long as the Amended Split Dollar Agreement shall remain in effect (the "Restricted Period"), Gladstone, unless he receives the prior written consent of the Board of Directors, shall not own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any Person (each, a “Subject Person”) (i) that competes with the Corporation or any wholly–owned subsidiary of the Corporation in investing or consulting with small or medium sized businesses in the United States with regard to change in control transactions, a result of which is an employee stock ownership plan that owns more than 15% of the subject business or (ii) that solicits, for the purpose of providing debt or equity financing, or provides debt or equity financing to any Person (each, a "Subject Investment") (A) who is listed on Appendix A hereto, (B) to whom the Corporation or a wholly–owned subsidiary of the Corporation is currently a lender or in which the Corporation or a subsidiary of the Corporation is currently an investor other than as a result of the ownership of publicly–traded securities (including without limitation those prospective portfolio companies listed in the final prospectus for Gladstone Capital Corporation) or (C) where the Gladstone first learned of a lending or investing opportunity with regard to such Person from or through the Corporation other than pursuant to the Strategic Relationship Agreement. The Executive recognizes Board of Directors shall not unreasonably withhold its consent to a transaction whereby a Subject Person would purchase a controlling interest in a Subject Investment. (iii) Gladstone has carefully read and considered the provisions of this Paragraph 3(c) and, having done so, agrees that the services restrictions set forth in this Paragraph 3(c) (including the Restricted Period, scope of activity to be performed by him hereunder restrained and the geographical scope) are special, unique fair and extraordinary. The parties confirm that it is reasonable and are reasonably necessary required for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line interests of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplaceits officers, either on his own behalf or as an officerdirectors, directoremployees, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees creditors and shareholders. Gladstone understands that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed Paragraph 3(c) may limit his ability to be unenforceable by reason of engage in a business similar to the extentCorporation's business, duration or geographical scope thereof, or otherwise, then but acknowledges that he will receive sufficiently high remuneration and other benefits from the court making Corporation hereunder to justify such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated herebyrestrictions. (div) This Section 9 During the Restricted Period, Gladstone shall not be construed not, whether for his own account or for the account of any other Person (excluding the Corporation), intentionally (i) solicit, endeavor to prevent the Executive from owning, directly entice or indirectly, in the aggregate, an amount not exceeding five percent (5%) induce any employee of the issued Corporation to terminate his employment with the Corporation or accept employment with anyone else or (ii) interfere in a similar manner with the business of the Corporation, except for those employees who the Corporation and outstanding voting securities Gladstone agree are exempt from the applicability of any class this paragraph at the time of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter markethiring. (ev) The term "RESTRICTED PERIOD," as used in In the event that any provision of this Section 9Paragraph 3(c) relating to the Restricted Period or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, shall mean the period Restricted Period or areas of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed restriction deemed reasonable and enforceable by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 court shall mean become and thereafter be the continental United Statesmaximum time period and/or areas.

Covenant Not to Compete or Solicit. In consideration of the payment of the Purchase Price on the Closing Date, each Operating and non-Operating Shareholder covenants and agrees that during the one-year and four-year periods, respectively, commencing on and immediately following the Closing Date, such Shareholder shall not engage in the Business or any other business that provides the same or substantially the same products or services, whether directly or indirectly, anywhere in the United States; provided, however, that each Shareholder may own any securities of any corporation which is engaged in the Business and is publicly owned and traded but (ain the case of shareholders other than the Crown Shareholders as to whom no limit on ownership shall apply) The Executive recognizes in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation; and further provided that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection Crown Shareholders may own any amount of the Corporation equity interest in any non-public entity which engages in the Business or any other business that provides the same or substantially the same products or services, whether directly or indirectly, anywhere in the United States provided that the Executive agreeCrown Shareholders do not operate and control such entity. For a period of two years following the termination of his employment with the Company for any reason whatsoever, and accordingly, the Executive does hereby agree, that he each Operating Shareholder shall notnot without Buyer’s prior written consent, directly or indirectly, alone or as a partner, joint venturer, officer, manager, employee, consultant, agent, independent contractor, member or stockholder of any company or business (i) directly or indirectly, employ any person who is employed by Buyer or the Company at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) belowterm hereof, engage or in any line of business in which the Corporation was engaged manner seek to induce any such person to leave his or had a formal plan to enter during the period of Executive's her employment with Buyer or the CorporationCompany, including or (ii) induce or attempt to induce any customer, supplier, licensee, or business relation of Buyer or the Company to cease doing business with Buyer or the Company or in any way interfere with the relationship between any customer, supplier, licensee, or business relation of Buyer or the Company. Each Shareholder acknowledges that compliance with this provision is necessary and proper to preserve and protect the value of the Business acquired by Buyer under this Agreement and to insure that the parties receive the benefits intended to be conveyed by this Agreement, and the Company further acknowledges that it currently engages in the Business throughout the world. Each Shareholder agrees that any failure by such Shareholder to comply with the provisions of this paragraph shall entitle Buyer, in addition to such other relief and remedies as may be available, to seek equitable relief without proof of actual damages, including, but not limited to, the remedy of injunction. Resort to any remedy shall not prevent the business concurrent or subsequent use of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractorany other remedy, or co-venturer preclude the recovery by Buyer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporationmonetary damages and compensation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e10(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, Corporation either on his her own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; oror except for engaging in any line of business that does not directly compete with the Corporation. (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee employee, vendor, or contracted agent of the Corporation. (b) The Executive hereby agrees that he she will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period Period, solicit any customers of the Corporation with respect to products or services competitive with products or services then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 10 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding twenty five percent (525%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage directly in any line the operation of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplacemarketplace , either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third partyparty (for the absence of doubt, notwithstanding anything herein to the contrary, Executive shall not be restricted from participating or from engaging in, as officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer, any business that is a licensed insurance company, provided that if such licensed insurance company maintains or operates an online insurance marketplace, Executive may not be assigned to such online insurance marketplace as his primary functional area of responsibility); or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation, other than Xxxxxxx Xxxxx. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period Period, solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD“Restricted Period," ” as used in this Section 9, shall mean the period of the Executive's ’s actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" “Restricted Area” as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. The Employee covenants and agrees that for the period equivalent to the period in respect of which Employee is entitled to payments pursuant Section 6(a) or Section 6(c), as applicable, but not less than twelve (12) months after the date of this Agreement (the “Restricted Period”), he shall not: (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at own, manage, operate, control, finance or participate in the ownership, management, operation, control or financing of, or be an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any time during business or enterprise (the "“Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(eActivities”) below): (i) except as provided in Subsection (c) below, engage which is engaged in any line of business in which the Corporation was engaged or had a present intent to engage, in each case, as of immediately prior to the date hereof (collectively, the “Business”); provided, however, that notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) engaging in Restricted Activities with a person or entity that is engaged in, or has a formal plan to enter during engage in, the period of Executive's employment with Business provided that the CorporationRestricted Activities engaged in and compensation received by the Employee, including but not limited if any, are unrelated to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractorBusiness, or co-venturer of any third party; or (iiiii) solicit owning up to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of securities or equity interests of any corporation whose voting capital stock or other business entity which is traded engaged in the Business having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, but neither the Employee, nor any group of persons including the Employee may in any way, either directly or listed indirectly, manage or exercise control of any such corporation or entity, guarantee any of its financial obligations, or otherwise take any part in its business other then exercising its or his rights as a stockholder. The Employee acknowledges that the Corporation conducts the Business on a national securities exchange basis (in the United States and Canada) and that this covenant cannot be limited to a service area in which the Corporation conducts the Business; or (b) directly or indirectly, either for himself or any other person (A) solicit or induce, or attempt to induce, any employee of, or independent contractor providing services to the Corporation to leave the employ of or to cease to provide services, in whole or in part to the over-the-counter market. Corporation, or (eB) The induce or attempt to induce any customer or supplier of the Corporation, to cease doing business with the Corporation. In the event of a breach by the Employee of any of the covenants set forth above, the term "RESTRICTED PERIOD," as used in this Section 9, of such covenant shall mean be extended by the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United Statesduration of such breach.

Covenant Not to Compete or Solicit. (ai) For so long as the Amended Split Dollar Agreement shall remain in effect (the "Restricted Period"), Blumenthal, unless he receives the prior written consent of the Xxxxx xx Xirectors, shall not own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any Person (each, a "Subject Person") (i) that competes with the Corporation or any wholly-owned subsidiary of the Corporation in investing or consulting with small or medium sized businesses in the United States with regard to change in control transactions, a result of which is an employee stock ownership plan that owns more than 51% of the subject business or (ii) that solicits, for the purpose of providing debt or equity financing, or provides debt or equity financing to any Person (each, a "Subject Investment") (A) who is listed on Appendix A hereto, (B) to whom the Corporation or a wholly-owned subsidiary of the Corporation is currently a lender or in which the Corporation or a subsidiary of the Corporation is currently an investor other than as a result of the ownership of publicly-traded securities or (C) where the Blumenthal first learned of a lending or investing opportunity wxxx xxxxxx to such Person from or through the Corporation. The Executive recognizes Board of Directors shall not unreasonably withhold its consent to a transaction whereby a Subject Person would purchase a controlling interest in a Subject Investment. (iii) Blumenthal has carefully read and considered the provisions of txxx Xxxxxxaph 3(c) and, having done so, agrees that the services restrictions set forth in this Paragraph 3(c) (including the Restricted Period, scope of activity to be performed by him hereunder restrained and the geographical scope) are special, unique fair and extraordinary. The parties confirm that it is reasonable and are reasonably necessary required for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line interests of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplaceits officers, either on his own behalf or as an officerdirectors, directoremployees, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees creditors and shareholders. Blumenthal understands that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed Pxxxxxxxx 0(c) may limit his ability to be unenforceable by reason of engage in a business similar to the extentCorporation's business, duration or geographical scope thereof, or otherwise, then but acknowledges that he will receive sufficiently high remuneration and other benefits from the court making Corporation hereunder to justify such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated herebyrestrictions. (div) This Section 9 During the Restricted Period, Blumenthal shall not be construed not, whether for his own account or for the accxxxx xx xxy other Person (excluding the Corporation), intentionally (i) solicit, endeavor to prevent the Executive from owning, directly entice or indirectly, in the aggregate, an amount not exceeding five percent (5%) induce any employee of the issued Corporation to terminate his employment with the Corporation or accept employment with anyone else or (ii) interfere in a similar manner with the business of the Corporation, except for those employees who the Corporation and outstanding voting securities Blumenthal agree are exempt from the applicability of any class this paragxxxx xx xxe time of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter markethiring. (ev) The term "RESTRICTED PERIOD," as used in In the event that any provision of this Section 9Paragraph 3(c) relating to the Restricted Period or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, shall mean the period Restricted Period or areas of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed restriction deemed reasonable and enforceable by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 court shall mean become and thereafter be the continental United Statesmaximum time period and/or areas.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e10(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's ’s employment with the Corporation, including but not limited to the business development and commercialization of operating an online insurance marketplacetherapeutic and dietary products, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee employee, vendor, or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period Period, solicit any customers of the Corporation with respect to products or services competitive with products or services then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 10 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD“Restricted Period," ” as used in this Section 910, shall mean the period of the Executive's ’s actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" “Restricted Area” as used in this Section 9 10 shall mean the continental United States, including, without limitation, any and all cities and other geographic areas in which the Corporation offers its services or has taken steps to commence operations or provides services.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e10(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplaceproviding fixed, mobile, or portable wireless broadband, VoIP, or telecommunication services, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee employee, vendor, or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period Period, solicit any customers of the Corporation with respect to products or services competitive with products or services then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 10 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectlydirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e10(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, Corporation either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or except for engaging in any line of business that does not directly compete with the Corporation; or except if Executive owns or operates a retail store(s) which sells products from the Corporation; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee employee, or contracted agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectlydirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period Period, solicit any customers of the Corporation with respect to products or services competitive with products or services then being sold by the Corporation, unless product does not compete with Corporation. (c) If any of the restrictions contained in this Section 9 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 10 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding twenty-five percent (525%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) 9.1 The Executive Consultant recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm hereto agree and acknowledge that it is reasonably necessary for the protection of the Corporation Company that the Executive Consultant agree, and accordingly, the Executive Consultant does hereby agree, that he shall will not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e) 9.5 below): (ia) except as provided in Subsection (c) belowEngage, engage directly or indirectly, in any line of business in which the Corporation Company was engaged or had a formal plan plans to enter engage in during the period of Executive's employment with Consultant’s service to the CorporationCompany, including but not limited to the business of owning and operating an online insurance marketplaceuser-generated content entertainment websites, either on his own behalf or as an officer, director, stockholder, member, manager, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, investor or co-venturer of any third party; provided, however, Consultant’s ownership and operation, directly or indirectly through other entities, of one or more websites to promote online games will not be prohibited by this Section 9; or (iib) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the CorporationCompany. (b) The Executive 9.2 Consultant hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period Period, solicit any customers of the Corporation with respect to products competitive with products then being sold by the CorporationCompany. (c) 9.3 If any of the restrictions contained in this Section 9 shall be are deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall will have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall 9 will then be enforceable in the manner contemplated hereby. (d) 9.4 This Section 9 shall will not be construed to prevent the Executive Consultant from owning, directly or indirectly, in the aggregate, an amount not exceeding five one percent (51%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or quoted in the over-the-counter market. (e) 9.5 The term "RESTRICTED PERIOD“Restricted Period," ” as used in this Section 9, shall mean means the period later of the Executive's actual employment hereunderexpiration of the APA Restricted Period or the Term, plus twelve (12) months after the date termination or expiration of the Executive is actually no longer employed by the CorporationTerm. The term "RESTRICTED AREA" “Restricted Area” as used in this Section 9 shall mean means the continental United Statesentire world.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation Company that the Executive agree, and accordingly, the Executive does hereby agree, that that, subject to Section 11(h) below, he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e11(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation Company was engaged or had a formal plan to enter during the period of Executive's employment with the CorporationCompany, including but not limited to the business of operating an online insurance marketplaceintellectual property licensing, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; (ii) accept any form of consideration from, or enter into any employment, consulting or other relationship with, any company that could reasonably require a license for use of any of the Company's property; or (iiiii) hire, solicit to employ or engage, for or on behalf of himself or any third party, any employee employee, vendor or agent of the CorporationCompany. Notwithstanding the foregoing, the Executive will be allowed to engage third party vendors or agents with whom the Company does not have a material economic relationship. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term Employment Period and during the Restricted Period Period, solicit any customers material commercial relationships of the Corporation with respect to products competitive with products then being sold by Company, other than in the Corporationfurther of the business of the Company during the Employment Period. (c) If any of the restrictions contained in this Section 9 11 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 11 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five two percent (52%) of the issued and outstanding voting securities of any class of any corporation company whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIODRestricted Period," as used in this Section 911, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the CorporationCompany. The term "RESTRICTED AREARestricted Area" as used in this Section 9 11 shall mean the continental United Statesworldwide.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique Xxxxxx Xxxxxxx hereby covenants and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, for a period of one year following any termination or expiration of the Employment Agreement (including any extension thereof), directly or indirectly, whether for his own account or on behalf as a stockholder, investor, director, officer, employee, consultant or other agent of himself or to any third partyother person or entity, except as an employee of or consultant to HNWC or its affiliates, engage or participate in any home and office or point of use water delivery business in the State of Hawaii (the "Non-Competition Agreement"); provided, however, that the foregoing shall not be deemed to prevent Xx. Xxxxxxx from purchasing or owning stock in any publicly traded company which competes in the foregoing business, so long as the market value of his interest therein does not exceed 10% of his net worth at any the time during of acquisition; and provided further, that the Term and during Non-Competition Agreement shall terminate immediately upon the Restricted Period solicit any customers occurrence of the Corporation events described in Section 6.6(c) hereof. (b) Xxxxxx Xxxxxxx further agrees that, for so long as the Non-Competition Agreement is in effect, he will not, on his own behalf or in the service of others, except with respect HNWC's prior written consent, disrupt, damage, impair or interfere with the business of HNWC or Aloha or their affiliates by raiding or in any manner encouraging, inducing and/or persuading any of their or such affiliates' officers, directors, employees, agents and/or independent contractors to products competitive terminate, discontinue or otherwise change any of their employment, contractual or other relationships with products then being sold by HNWC or Aloha (the Corporation"Non-Solicitation Agreement"). (c) If The foregoing notwithstanding, both the Non-Competition Agreement and the Non-Solicitation Agreement shall terminate immediately and in full upon any election by the Stockholders to exercise their right of foreclosure on the stock of Aloha as provided in Section 6 of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, Pledge and in its reduced form this Section shall then be enforceable in the manner contemplated herebySecurity Agreement. (d) This Section 9 shall not The parties intend that the covenants contained in the preceding paragraphs will be construed as a series of separate, identical covenants, one for each portion of the geographical territory described above. In the event that any court or administrative body shall refuse to prevent enforce any of the Executive from owning, directly or indirectly, separate covenants deemed included in the aggregatepreceding paragraphs, an amount not exceeding five percent (5%) of each such unenforceable covenant shall be eliminated from the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in these provisions to the over-the-counter marketextent necessary to permit the remaining separate covenants to be enforced against Xx. Xxxxxxx to the fullest extent. (e) The term "RESTRICTED PERIOD," as used necessity of protection against the competition by Xx. Xxxxxxx and the nature and scope of such protection has been carefully considered and agreed upon by the parties hereto. Xx. Xxxxxxx hereby agrees and acknowledges that the duration, scope and geographic area applicable to the restrictions set forth above are fair, reasonable and necessary and represent the area in this Section 9, shall mean which the period goodwill of Aloha has been developed and that the consideration provided for herein is sufficient and adequate to compensate him for agreeing to the restrictions contained above. Xx. Xxxxxxx further agrees that a monetary remedy for a breach of the Executive's Non-Competition Agreement or Non-Solicitation Agreement would be inadequate, impracticable and extremely difficult to prove, that such a breach would cause HNWC irreparable harm, and that HNWC shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual employment hereunderdamages or of posting bond or other undertaking in connection therewith, plus twelve (12) months after the date the Executive is actually no longer employed all of which are hereby expressly waived by the CorporationXx. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United StatesXxxxxxx.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are specialSeller agrees that, unique and extraordinary. The parties confirm agrees that it is reasonably necessary shall cause Xxxxxxxx, for a period of three years following the protection Closing Date, to ensure that no affiliate of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall noteither Seller or Xxxxxxxx, directly or indirectly, at either for itself or himself or through any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): other person, partnership, corporation or entity shall (i) except as provided engage in, participate in, or permit its or his name to be used by any enterprise engaging in Subsection (c) belowor participating in, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplacepublishing, either on his own behalf printing, distributing or selling magazines in the United States, Canada, Mexico, Korea or elsewhere in the world, or otherwise in the conduct of any business competing with the Business, induce or attempt to induce any employee of the Seller or any subsidiary (other than Xxxxxxxx'x assistants) to leave the employ of the Seller or such subsidiary, (ii) hire or solicit the hiring of any person who was a Retained Employee (other than Xxxxxxxx'x secretaries or personal assistants), or (iii) induce or attempt to induce any customer, advertiser, subscriber, supplier, licensee or other business relation of Seller who becomes a customer, advertiser, subscriber, supplier, licensee or other business relation of Buyer to cease doing business with Buyer. For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, a stockholder, partner, consultantjoint venturer, associatefranchiser, employee, owner, agent, creditor, independent contractor, franchisee or co-venturer otherwise (other than ownership of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding less than five percent (5%) of the issued stock of a publicly held corporation without any other material participation therein). Each of Seller and outstanding voting securities of any class of any corporation whose voting capital stock Xxxxxxxx agrees that this covenant is traded or listed on a national securities exchange or in the over-the-counter marketreasonably designed to protect Buyer's substantial investment and is reasonable with respect to its duration, geographical area and scope. (eb) The term "RESTRICTED PERIOD," as used in If, at the time of enforcement of any of the provisions of this Section 96.11, a court determines that the restrictions stated herein are unreasonable under the circumstances then existing, then the parties hereto agree that the maximum period, scope or geographical area reasonable under the circumstances shall mean be substituted for the period stated period, scope or area. The parties further agree that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope or geographical area permitted by law. (c) If Seller or Xxxxxxxx or any of its or his affiliates (the "Restricted Persons") breaches, or threatens to commit a breach of, any of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in provisions of this Section 9 6.11 (the "Restrictive Covenants"), Buyer shall mean have the continental United Statesright and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer. Such rights and remedies shall be independent of the others and severally enforceable, and shall be in addition to, and not in lieu of, any other rights and remedies available to Buyer at law or in equity.

Covenant Not to Compete or Solicit. (a) The Executive recognizes In consideration of the Non-Competition Payment, for other good and valuable consideration the receipt and sufficiency of which Amari hereby acknowledges, and as an inducement to Parent and Subsidiary to enter into this Agreement, Amari hereby agrees with Parent and Subsidiary that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection commencing on the Merger Date and ending on the later of (i) eighteen (18) months following the Corporation that Merger Date or (ii) eighteen (18) months from the Executive agree, and accordingly, date of termination of Amari's employment with Subsidiary (the Executive does hereby agree, that he "Non-Compete Period") Amari shall not, without the prior written consent of Subsidiary: (i) directly or indirectly, engage, whether as an individual proprietor, partner, stockholder, officer, executive, director, employee, author, consultant, contractor, joint venturer, lender, investor, representative or in any other capacity whatsoever (other than as a holder of not more than one percent (1%) of the total outstanding stock of a publicly held company), with or without pay, or assist any other Person in engaging in any activity or line of business which is similar to, or competitive with, the business of Subsidiary, including, without limitation, the Business conducted by Subsidiary at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below):period of Amari's employment by Subsidiary or any affiliate of Subsidiary; (iii) except as provided in Subsection Amari will not directly or indirectly (c1) belowenter into any kind of arrangement with any person then employed by Parent or Subsidiary with a view to terminating the employment of such person or (2) solicit, engage in engage, or hire any line of business in which the Corporation individual who is then employed or was engaged employed by Parent or had a formal plan to enter Subsidiary during the previous six (6) month period of Executive's employment with the Corporationit being understood that Amari shall not be prohibited from soliciting, including but engaging or hiring Xxxxx Xxxxx, Xxxxxx Xxxxx or Xxxxxxxxx Xxxx; (iii) Amari will not limited to the business of operating an online insurance marketplacedirectly or indirectly, either on his own behalf or as an officeron behalf of any other Person: 1. attempt in any manner to persuade any customer, directorclient, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractordistributor or supplier of Subsidiary to cease to do business, or co-venturer to reduce the amount of any third partybusiness which such customer, client, distributor or supplier has customarily done or contemplates doing, with Subsidiary; or (ii) 2. solicit to employ business of any customer, client, distributor or engagesupplier of Subsidiary that was a customer, for client, distributor or on behalf supplier of himself Subsidiary during the period of Amari's employment by Subsidiary or any third party, affiliate of Subsidiary or render any employee or agent services of the Corporationtype usually rendered by Subsidiary for any such customer, client, distributor or supplier of Subsidiary. (b) The Executive hereby agrees that he will notcovenants contained in the preceding paragraphs shall be construed as a series of separate covenants, directly one for each county, city and state of any geographic area where any business is carried on by Parent or indirectlySubsidiary. Except for geographic coverage, for or on behalf each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding paragraphs. If, in any judicial proceeding, a court refuses to enforce any of himself such separate covenants (or any third partypart thereof), at any time during then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the Term and during extent necessary to permit the Restricted Period solicit any customers remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 10.1 are deemed to exceed the Corporation with respect time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to products competitive with products then being sold the maximum time, geographic or scope limitations, as the case may be, permitted by the Corporationapplicable laws. (c) If any Amari hereby acknowledges that all of the restrictions Amari's covenants not to compete or solicit contained in this Section 9 shall be deemed 10.1 are a material inducement to be unenforceable by reason of Parent and Subsidiary to proceed with the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated herebyMerger. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplaceemail service provider, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation Company that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, do any of the following, at any time during the "Initial Term and any Renewal term and for a period of at least six (6) months thereafter (“the Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below”): (i) except as provided in Subsection Section (c) below, engage in any line of business in which the Corporation Company was engaged or had a formal plan to enter into business during the period of Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplaceCompany, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, representative, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, engage (for or on behalf of himself or any third party) any officer, director, partner, consultant, associate, employee, owner, agent, representative, creditor, independent contractor, vendor, supplier or co-venturer of Company, or any employee potential consultant, associate, creditor, independent contractor, vendor, supplier or agent of co-venturer that were targeted or identified as such by Executive or Company (or by Company’s parent, if any) during the CorporationTerm. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and Restricted Period, solicit any clients or customers (including merchants) of Company (or any potential clients or customer that have been targeted or identified as such by Executive or Company or by Company’s parent, if any during the Restricted Period solicit any customers of the Corporation Term) with respect to any products or services competitive with products or services then being sold sold, licensed, marketed, offered or distributed by Company (or any products or services that Company has plans to sell, license, market, offer or distribute during the CorporationInitial Term or any renewal period), or by Company’s parent, if any. (c) If any of the restrictions contained in this Section 9 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 10 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five three percent (53%) of the issued and outstanding voting securities of any class of any corporation Company whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection Partially in consideration of the Corporation that purchase of the Executive agreePurchased Assets contemplated hereby (which is intended to transfer to Buyer the goodwill of Seller's business), and accordinglyXxxxxx agrees that, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had for a formal plan to enter during the period of Executive's employment with three years following the CorporationClosing, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, either as employee, employer, consultant, agent, principal, partner, stockholder, officer, director or in any other individual or representative capacity, engage or participate in any activity in the bottled water business or which otherwise competes with Buyer in the State of Hawaii, without the express written consent of Buyer; provided, however, that the foregoing will not be deemed to restrict Xxxxxx from selling or installing point of use systems or equipment or otherwise engaging in any business which does not involve the production, sale or distribution of packaged water products. (b) The parties intend that the covenant contained in the preceding paragraph will be construed as a series of separate, identical covenants, one for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers each portion of the Corporation with respect geographical territory described above. In the event that any court or administrative body shall refuse to products competitive with products then being sold by enforce any of the Corporationseparate covenants deemed included in the preceding paragraph, each such unenforceable covenant shall be eliminated from the these provisions to the extent necessary to permit the remaining separate covenants to be enforced against Xxxxxx to the fullest extent. (c) If any Xxxxxx further agrees that, for a period of three years following the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extentClosing, duration or geographical scope thereofhe will not, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange his own behalf or in the over-the-counter marketservice of others, except with Buyer's prior written consent, disrupt, damage, impair or interfere with the business of Buyer or its affiliates by raiding or in any manner encouraging, inducing and/or persuading any of Buyer's or such affiliates' officers, directors, employees, agents and/or independent contractors to terminate, discontinue or otherwise change any of their employment, contractual or other relationships with Buyer. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "“Restricted Period" ” within the "“Restricted Area" ” (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) belowbelow and except with respect the online marketing business currently owned and operated by the Executive, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's ’s employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

Covenant Not to Compete or Solicit. (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation Company that the Executive agree, and accordingly, the Executive does hereby agree, that that, subject to Section 11(h) below, he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e11(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation Company was engaged or had a formal plan to enter during the period of Executive's employment with the CorporationCompany, including but not limited to the business of operating an online insurance marketplaceintellectual property licensing, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; (ii) accept any form of consideration from, or enter into any employment, consulting or other relationship with, any company that could reasonably require a license for use of any of the Company's property; or (iiiii) solicit to employ or engage, for or on behalf of himself or any third party, any employee employee, vendor, or agent of the CorporationCompany. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term Employment Period and during the Restricted Period Period, solicit any customers clients of the Corporation with respect to products competitive with products then being sold by the CorporationCompany. (c) If any of the restrictions contained in this Section 9 11 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 11 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five two percent (52%) of the issued and outstanding voting securities of any class of any corporation company whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIODRestricted Period," as used in this Section 911, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the CorporationCompany. The term "RESTRICTED AREARestricted Area" as used in this Section 9 11 shall mean the continental United Statesworldwide.