Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. Executive hereby covenants that, for a period of eighteen (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants thatEMPLOYEE agrees that solely in the event of the sale or acquisition of the COMPANY, for a period and to the maximum extent permitted by applicable law, EMPLOYEE shall abide by the following covenant not to compete. The sale or acquisition of eighteen (18) months next the COMPANY shall include the COMPANY’s sale of its goodwill, or its sale of all or substantially all of its operating assets, together with the goodwill, or its sale or other disposition of its ownership interest in COMPANY or as otherwise provided in California Business and Professions Code Section 16601. The covenant not to compete shall exist only in the event that following the Determination Date termination of this Agreement (and only in the event of the sale or such shorter period acquisition of the COMPANY), the COMPANY elects, at its sole discretion, to invoke its restrictions. To exercise this covenant not to compete, the COMPANY shall notify EMPLOYEE within ten (10) days of termination of this Agreement of its intention to exercise this option and make an additional payment to EMPLOYEE of TWELVE (12) months’ base monthly salary determined at EMPLOYEE’s last rate of base monthly salary (and not including any bonus for which the Company continues EMPLOYEE may be eligible) with COMPANY. Pursuant to be owned or operated by the Parent or its affiliates)this covenant not to compete, Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive EMPLOYEE agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For for a period of one (1) year following the Determination Datetermination date of this Agreement, Executive agrees EMPLOYEE shall not to offer employment todirectly or indirectly for EMPLOYEE, not to discuss the nature or as a member of a partnership, or as an officer, director, stockholder, employee, or representative of any prospective employment opportunities withother entity or individual, and not engage, directly or indirectly, in any business activity which is the same or similar to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, work engaged in by EMPLOYEE on behalf of any employer COMPANY within the same geographic territory where the COMPANY carries on or conducts business, and which is directly competitive with the business conducted or to EMPLOYEE’s knowledge, contemplated by COMPANY at the time of termination of this Agreement, (other than investments in professionally managed funds over which the EMPLOYEE does not have control or discretion in investment decisions and investments in publicly traded companies, so long as EMPLOYEE’S beneficial ownership does not exceed 2% of the Executivepublic companies outstanding voting stock). EMPLOYEE may accept employment with an entity competing with COMPANY only if the business of that entity is diversified and EMPLOYEE is employed solely with respect to a separately-managed and separately-operated part of that entity’s business that does not compete with COMPANY. Prior to accepting such employment, on behalf EMPLOYEE and the prospective employer entity shall provide COMPANY with written assurances reasonably satisfactory to COMPANY that EMPLOYEE will not render services directly or indirectly to any part of that entity’s business that competes with the business of COMPANY. EMPLOYEE acknowledges that (i) EMPLOYEE is familiar with the foregoing covenant not to compete; (ii) EMPLOYEE is an officer and key member of the management of COMPANY; (iii) EMPLOYEE is a shareholder of the COMPANY; (iv) the goodwill associated with the existing business, customers and assets of COMPANY prior to any entity sale or acquisition of the COMPANY is an integral component of the value of COMPANY; and (v) EMPLOYEE’s agreement as set forth herein is necessary and reasonable with which respect to its length of time, scope and geographic coverage, in order to protect the Executive is acting as a consultant goodwill related to the COMPANY in connection with its sale or with which the Executive is then otherwise affiliatedacquisition.

Covenant Not to Compete. Executive hereby covenants that, for a period Without the express written consent of eighteen the ”Required Approver” (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliatesas defined in Section 6), Executive shall not be engaged or interested during the “Restricted Period” (as defined in any business which competesSection 6), I will not, directly or indirectly, with be employed by, provide services to, or advise a “Restricted Company” (as defined in Section 6), whether as an employee, advisor, director, officer, partner or consultant, or in any other position, function or role that, in any such case, (i) oversees, controls or affects the publicationdesign, membership operation, research, manufacture, marketing, sale or retail businesses distribution of “Competitive Products or Services” (as defined in Section 6) of or by the Restricted Company, or (ii) would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Company Corporation (including but not limited to technical information or any subsidiary intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation, information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Company Corporation. I acknowledge and agree that: (whether as a proprietorA) enforcement of this PECA pursuant to Sections 1(a)(i) and (ii) is necessary to protect, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or among other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Causeinterests, the foregoing covenant Corporation’s trade secrets and other Confidential or Proprietary Information, as defined by Section 1(c); and (B) Sections 1(a)(i) and (ii) shall not apply (without affecting to me if I am a resident of or work in California, or if I work and/or reside in any other state or jurisdiction that prohibits or otherwise bans such a covenant between the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations Corporation and me. To the extent permitted by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will applicable law, including but not at any time disclose limited to any person applicable rules governing attorney conduct (such as the ABA Model Rules of Professional Conduct and state versions thereof), Sections 1(a)(i) and (ii) and Section 1(b) relating to non-solicitation, shall apply to individuals who are employed by the Corporation in an attorney position and whose occupation during the Restricted Period does not include practicing law. In lieu of Section 1(a)(i) and (ii), as well as Section 1(b) relating to non-solicitation, the following Section 1(a)(iii) shall apply to individuals who are employed by the Corporation in an attorney position, and whose occupation during the Restricted Period includes practicing law. (iii) Post-Employment Activity As a Lawyer – I acknowledge that as counsel to the Corporation, I owe ethical and fiduciary obligations to the Corporation and that at least some of these obligations will continue even after my “Termination Date” (as defined in Section 6). I agree that after my Termination Date I will comply fully with all applicable ethical and fiduciary obligations that I owe to the Corporation. To the extent permitted by Award Date: February 23, 2022 applicable law, including but not limited to any applicable rules governing attorney conduct, I agree that I will not: a. Represent any client in the same or other entity who or a substantially related matter in which is, or reasonably may be expected I represented the Corporation where the client’s interests are materially adverse to be, in competition with the Company or its affiliates, any Corporation; or b. Disclose confidential information or trade secrets relating to my representation of the CompanyCorporation, any subsidiary including the disclosure of information that is to the disadvantage of the Company Corporation, except for information that is or any of their respective affiliatesbecomes generally known. The Corporation’s Senior Vice President, the contents of any customer lists of the CompanyGeneral Counsel, any subsidiary of the Company or any of their respective affiliates and Corporate Secretary or the general needs of General Tax Counsel, as applicable, will determine in their discretion whether an individual is employed by the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was Corporation in an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedattorney position.

Covenant Not to Compete. Executive hereby covenants that(a) As an inducement to Buyer to enter into this Agreement, the Selling Parties and their Affiliates agree that for a period of eighteen five (185) months next following years after the Determination Closing Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive Selling Parties shall not be engaged or interested in any business which competesnot, directly or indirectly, own an interest in, manage, operate, join, control or participate in the ownership, management, operation or control of any profit or non-profit business or organization which anywhere in the world (the “Territory”) develops, formulates, tests, produces, licenses, commercializes, manufactures or distributes a product for medical or industry purposes incorporating Clozapine. (b) If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or space, the publication, membership or retail businesses court is hereby requested and authorized by the parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each of the Company or any subsidiary parties acknowledges, however, that this Section 9.10 has been negotiated by the parties and that the geographical and time limitations on activities are reasonable in light of the Company circumstances pertaining to the parties. (whether as a proprietorc) In the event of any breach or threatened breach by the Selling Parties of any provision of this Section 9.10, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living Buyer shall be entitled to seek injunctive or other markets then served by equitable relief restraining such party from competing or soliciting in violation of this Section. Such relief, if obtained, shall be in addition to and not in lieu of any other remedies that may be available, including an action for the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to recovery of Damages. (d) Notwithstanding the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Causeforegoing, the foregoing covenant not to compete contained in this Section 9.10 shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person independent third party that has initiated the development, formulation, test, production, license, commercialization, manufacture or other entity who distribution of a product for medical or which isindustry purposes incorporating Clozapine and that subsequently acquires control of a Selling Party or any of its Affiliates by way of merger, stock purchase, unit purchase or otherwise, or reasonably may be expected to be, in competition with the Company acquires all or its affiliates, any confidential information or trade secrets substantially all of the Company, any subsidiary assets of the Company Selling Parties or any of their respective affiliatesAffiliates and holds such assets in a separate subsidiary, but the contents provisions of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing this Section 9.10 shall not prevent Executive from responding thereafter continue to apply to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Dateacquired Selling Party, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company Affiliate or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedSubsidiary.

Covenant Not to Compete. Executive hereby covenants that, for a that during the period of eighteen (18) months next time commencing on the Effective Date through the end of the two-year period following the Determination Date (or such shorter period for which termination of the Company continues to be owned or operated by Executive’s employment with the Parent Company, or its affiliatessuccessor, as applicable (such period, the “Restriction Period”), Executive shall not be engaged become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or interested in trustee of any business which competessavings bank, directly savings and loan association, savings and loan holding company, credit union, bank or indirectlybank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets business of the Company, any subsidiary of the Company Bank (or their successors, including, without limitation, Citizens and FCCB) or any of their respective affiliatesdirect or indirect subsidiaries or affiliates (“Related Entities”), the contents that has a headquarters or offices within 25 miles of any customer lists of location(s) in which the Bank, the Company, any subsidiary of Citizens and/or FCCB has business operations or has filed an application for regulatory approval to establish an office (the Company or any of their respective affiliates or “Restricted Territory”). The Parties hereto, recognizing that irreparable injury will result to the general needs of the customers or other contracting parties with Bank, the Company, any subsidiary of the Company or any of Citizens and/or FCCB, and their respective affiliatesbusinesses and properties, provided, howeverin the event of Executive’s breach of this Section 2(a) agree that in the event of any such breach by Executive, the foregoing shall Bank, the Company, Citizens and/or FCCB will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, the Company, Citizens and/or FCCB, and that the enforcement of a remedy by way of injunction will not prevent Executive from responding earning a livelihood. Nothing herein will be construed as prohibiting the Bank, the Company, Citizens and/or FCCB from pursuing any other remedies available to the request Bank, the Company, Citizens and/or FCCB for such breach or threatened breach, including the recovery of a governmental agency or pursuant to a court order or as otherwise required by lawdamages from Executive. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee As of the Company or such subsidiary (or any person who was an employee Closing, Citizens and the subsidiaries of the Company or such subsidiary within one hundred eighty (180) days Citizens will each be a Related Entity for purposes of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedthis Agreement.

Covenant Not to Compete. Executive hereby covenants that(a) During the period commencing from the Closing Date and ending on the later of (i) three (3) years thereafter or (ii) two (2) years after the termination of such Seller's employment with the Company, for a period pursuant to the terms of eighteen any employment agreement between Buyer and Seller or otherwise (18the "TERM"): (i) months next following In order to preserve the Determination Date (or such shorter period for which Business and the Company continues to be owned or operated by value of the Parent or its affiliates)Assets, Executive shall not be engaged or interested in any business which competeseach Seller agrees that it will not, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a partner, officer, employee, director, stockholder, investor, lender, proprietor, partner with anotherother equity owner, shareholderconsultant, representative, agent or consultant ofotherwise become or be interested in, employee of or lender associate with or render assistance to, anotherany person (other than Buyer) engaged in the business of placing or recruiting travel nurses or staffing hospitals with medical personnel in the United States, Canada, Bermuda or the Philippines. The foregoing provisions shall not, however, prohibit any Seller from acquiring, solely as an investment, securities of any person which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and which are publicly traded, so long as such Seller is not part of any group required to make any filing under Section 13(d) of the Exchange Act (or any successor rule) in respect of such person and such securities do not constitute 2% or more of any class of outstanding securities of such person. (ii) Each Seller agrees that it will not, directly or indirectly, during the recreational vehicleTerm, camping, outdoor living for its own benefit or for the benefit of any other person (A) influence or attempt to influence any person to either terminate or modify his employment or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control professional relationship with the Company, provided that if Buyer or any Affiliate of Buyer or (B) employ, consult or otherwise retain, directly or indirectly, any person who is (or during the employment of Executive is terminated twelve months prior thereto was) employed, consulting to, or otherwise retained by the Company without CauseCompany, the foregoing covenant shall not apply Buyer or any Affiliate of Buyer. (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures b) Sellers will not, directly or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time indirectly, use, disclose or make available to any person or (other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, than Buyer) any confidential information or trade secrets concerning the ownership and/or operation of the CompanyBusiness (the "CONFIDENTIAL INFORMATION"). The term Confidential Information includes, any subsidiary without limitation, the business practices, financial information, customer, prospective customer, travel nurse and prospective travel nurse names and information, suppliers and prospective suppliers names, leads and account information, mailing lists, computer programs, advertising campaigns (including, without limitation, displays, drawings, memoranda, designs, styles or devices), marketing, promotional and pricing information, employee names, compensation and benefit information, Contracts, Permits, and Real Property Leases of the Company pertaining to the Business. The term Confidential Information excludes only information which is publicly available through no fault of Sellers or any of their respective affiliatesRepresentatives. (c) The parties agree that a violation of the foregoing agreements not to compete or disclose, or any provision thereof, will cause irreparable damage to Buyer, and Buyer shall be entitled (without any requirement of posting a bond or other security), in addition to any other rights and remedies which it may have, at law or in equity, to an injunction enjoining and restraining Sellers from doing or continuing to do any such act or any other violations or threatened violations of this Section 4.12. (d) The parties hereto agree that the covenant set forth in this Section 4.12 is reasonable with respect to its duration, geographical area and scope and in all other respects. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4.12 is invalid or unenforceable, the contents parties agree that the court making the determination of any customer lists invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the Companyterm or provision, to delete specific words or phrases, or to replace any subsidiary 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 Company invalid or any of their respective affiliates unenforceable term or provision, and this Agreement shall be enforceable as so modified after the general needs expiration of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary time within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedjudgment may be appealed.

Covenant Not to Compete. (a) Executive hereby covenants that, for a period of eighteen (18) months next following recognizes that the Determination Date (or such shorter period for which the Company continues services to be owned or operated performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the Parent or its affiliates)protection of Company that Executive agree, and accordingly, Executive does hereby agree, that he shall not be engaged or interested in any business which competesnot, directly or indirectly, with at any time during the publicationterm of the Agreement and the "Restricted Period" (as defined in Section 9(e) below): (i) except as provided in Subsection (d) below, membership be engaged in the representation of professional soccer athletes in their negotiation of player and endorsement contracts as well as representation of soccer clubs to procure players, either on his own behalf or retail businesses as an officer, director, stockholder, partner, consultant, associate, Executive, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any Executive or agent of Company or any affiliate thereof. (b) 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 of the Agreement and during the Restricted Period solicit any customers of the Company or any subsidiary of affiliate thereof (including those procured or indirectly by the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, anotherExecutive) in the recreational vehicle, camping, outdoor living a manner which directly or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control indirectly competes with the Company, provided that if . (c) If any of the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter restrictions contained in this section 3.1 in respect Section 9 shall be deemed to be unenforceable by reason of disclosures the extent, duration or solicitations by Executive) unless geographical scope thereof, or otherwise, then the Executive court making such determination shall have been paid severance pursuant the right to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person reduce such extent, duration, geographical scope, or other entity who 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 Executive from owning, directly or which is, or reasonably may be expected to beindirectly, in competition with the Company aggregate, an amount not exceeding two percent (2%) of the issued and outstanding voting securities of any class of any company whose voting capital stock is traded on a national securities exchange or its affiliates, any confidential information or trade secrets on the over-the-counter market other than securities of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants that, Seller agrees that for a period of eighteen ----------------------- five (185) months next following years (the Determination Date (or such shorter period for which "Non-Compete Period") from and after the Company continues to be owned or operated by the Parent or its affiliates)Closing Date, Executive shall Seller will not be engaged or interested in any business which competes, engage directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorstockholder, partner, shareholdermember, employee joint venturer, advisor, consultant or consultant independent contractor, in the traditional mail order pharmacy business, specialty mail order pharmacy business, or retail pharmacy network business anywhere in the United States or induce or attempt to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to induce any person or other entity who that is a customer or which is, or reasonably may be expected to be, supplier of any Buyer in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of such businesses or otherwise a contracting party with any customer lists of the Company, any subsidiary of the Company or Buyer with respect to any of their respective affiliates such businesses to terminate any written or the general needs of the customers oral agreement or other contracting parties understanding with the Company, any subsidiary of the Company such Buyer with respect to such businesses or any of their respective affiliates, otherwise modify its relationship with such Buyer with respect to such businesses in a manner adverse to such Buyer; provided, however, that (i) -------- ------- nothing contained in this Section 7.3 shall restrict the foregoing sale by Seller of medication management products and/or services to physicians, patients, or managed care providers or payors (other than the sale of traditional mail order pharmacy services, specialty mail order pharmacy services or retail pharmacy network services to third-party payors, which Seller shall be prohibited from doing for the Non-Compete Period), including via the Internet, and (ii) no owner of less than 1% of the outstanding stock of any publicly traded corporation shall be deemed to engage solely by reason thereof in any of such corporation's businesses. During the Noncompete Period, Seller shall not prevent Executive from responding induce or attempt to induce any Rehired Employee to leave their employ, or otherwise solicit the request employment of any Rehired Employee. If the final judgment of a governmental agency court of competent jurisdiction declares that any term or pursuant provision of this Section 7.3 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 court order term or as otherwise required by law. For a period provision that is valid and enforceable and that comes closest to expressing the intention of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities withinvalid or unenforceable term or provision, and not to otherwise solicit any employee this Agreement shall be enforceable as so modified after the expiration of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary time within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedjudgment may be appealed.

Covenant Not to Compete. Executive hereby covenants that, From and after the Closing and for a period of eighteen three (183) months next years following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates)Closing Date, Executive SELLER shall not, and shall not be engaged or interested in enter into any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender agreement to, another) in the recreational vehicleacquire, campinglease, outdoor living purchase, own, operate or use any building, office or other markets then served by facility or premises located within the Company Restricted Territories (as defined in section 8.7 hereof) for the purpose of operating a full service branch and making loans, accepting deposits or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, cashing checks; provided, however, that the foregoing prohibition shall not prevent Executive from responding apply to: (i) performance by SELLER or any current or future affiliate or successor of SELLER of any of the foregoing activities utilizing ATMs, CBCTs, ALMs, cash dispensing machines, remote service facilities, terminals, or similar devices, or through continued operation of existing offices, (ii) performance by SELLER or any current or future affiliate or successor of SELLER of the foregoing activities as a result of a merger or other transaction, combination with, or acquisition of or by, SELLER, or an affiliate thereof with any third party following the Closing Date, (iii) SELLER’s work-out employees collecting loans that were not included in the Purchased Loans transferred to BUYER hereunder, (iv) SELLER or its affiliates servicing trust customers or (v) SELLER’s conduct of its Scope Leasing, Inc. (d.b. a. Scope Aircraft Finance) business, its structured warehouse and/or factoring lines of business, each of which are national in scope and will be conducted both inside and outside of the Restricted Territories. In the event that the provisions of this section 8.12 hereof should ever be adjudicated to exceed the time or geographic limitations permitted by applicable law, then such provisions shall be deemed reformed to the request maximum time and geographic limitations permitted by applicable law. The running of a governmental agency the period prescribed above shall be tolled and suspended for any period of time in which the SELLER, or pursuant to any entity owned or controlled by the SELLER, acts in circumstances that a court order or as otherwise required by law. For a period of one (1) year following competent jurisdiction finds to violate the Determination Date, Executive agrees not to offer employment to, not to discuss terms of this provision.The covenants and obligations of SELLER hereunder shall survive the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedClosing.

Covenant Not to Compete. Executive hereby covenants that, (a) Seller understands that Buyer shall be entitled to protect and preserve the value of the Business following the First Closing Date to the extent permitted by Law and that Buyer would not have entered into this Agreement absent the provisions of this Section 8.11. During the Joint Development Period and for a period of eighteen two (182) months next following years thereafter (the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates“Non-Compete Period”), Executive Seller and its Subsidiaries, and any successor to all or substantially all of their assets, taken as a whole, shall not, directly or indirectly (1) engage in the manufacture, Development or Commercialization in the Territory (A) of Products containing Progesterone, or (B) any other products which are approved or being Developed for any pre-term birth indication ((i) and (ii), collectively, “Competing Activities”); or (2) engage in, own, manage, operate, advise, control or in any way participate in the ownership, management, operation, financing or control of any business engaged in Competing Activities (a “Competing Business”). The restrictions set forth in this Section 8.11 shall not be engaged construed to preclude, prohibit or interested restrict (i) Seller, from performing its obligations under this Agreement or the Other Agreements; (ii) any investment by Seller or its Subsidiaries in any business which competesclass of publicly traded debt or equity securities of any Competing Business so long as Seller does not hold at any time during such period more than five percent (5%) of such class of issued and outstanding voting securities of such publicly traded company, directly and so long as Seller does not otherwise exercise any management or indirectlycontrol with respect to such Competing Business; or (iii) any activity set forth on Schedule 8.11. (b) If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or scope, the publication, membership or retail businesses court is hereby requested and authorized by the Parties to revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each of the Company or any subsidiary Parties acknowledges, however, that this Section 8.11 has been negotiated by the Parties and that the Territory and Non-Compete Period are reasonable in light of the Company circumstances pertaining to the Parties. (whether as a proprietorc) Notwithstanding any other provision of this Agreement, partner with anotherit is understood and agreed that the remedy of indemnity payments pursuant to Article X and other remedies at law, shareholderif any, agent or consultant of, employee of or lender to, another) would be inadequate in the recreational vehicle, camping, outdoor living or other markets then served by case of any breach of the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter covenants contained in this section 3.1 in Section 8.11, and, accordingly, Buyer shall be entitled to equitable relief, including the remedy of specific performance, with respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person breach or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets attempted breach of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedcovenants.

Covenant Not to Compete. a) Executive hereby covenants acknowledges and recognizes the highly competitive nature of the business of the Corporation and the Bank and accordingly agrees that, during and for a the applicable period of eighteen (18set forth in Section 8(c) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates)hereof, Executive shall not not: I) enter into or be engaged (other than by the Corporation or interested in any business which competesthe Bank), directly or indirectly, with the publicationeither for her own account or as agent, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietorconsultant, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietoremployee, partner, shareholderofficer, employee director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned ​ SL1 1617234v16 002256.00058 company) or consultant otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or to financial services industry, (2) starting a new bank or (3) any other activity in which the Company Corporation, Bank or any entity controlled byof its subsidiaries are engaged during the Employment Period, controlling in either case within a thirty-five (35) mile radius of the legal or under common control with principal executive office of the Company, provided that if Corporation or the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at Bank and any time disclose to any person branch banking office or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets office of the CompanyBank (the "Non­Competition Area"); or II) solicit, any subsidiary directly or indirectly, current or former customers of the Company Corporation or the Bank or any of their respective affiliatessubsidiaries to divert their business from the Corporation and/or the Bank; or III) solicit, the contents of any customer lists of the Companydirectly or indirectly, any subsidiary of person who is employed by the Company Corporation or the Bank or any of their respective affiliates subsidiaries to leave the employ of the Corporation or the general needs Bank. b) It is expressly understood and agreed that, although the parties consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for the customers Corporation, the Bank and its subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or other contracting parties with the Company, any subsidiary of the Company territory or any of their respective affiliates, provided, howeverother restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the foregoing provisions of Section 8(a) hereof shall not prevent Executive from responding be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. c) The provisions of this Section 8 shall be applicable commencing on the request date of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of this Agreement and continuing for one (1) year after the effective date of the termination of Executive's employment. Notwithstanding the above provisions, if the Executive violates the provisions of this Section 8 and the Bank must seek enforcement of the provisions of Section 8 and is successful in enforcing the provisions, either pursuant to a settlement agreement, or pursuant to court order, the covenant not to compete will remain in effect for one (1) full year following the Determination Datedate of the settlement agreement or court order. d) Executive xxxxxx agrees that the provisions of this Section 8 are fully assignable by the Corporation and the Bank to any successor. Executive also acknowledges that the terms and conditions of this Section 8 will not be affected by the circumstances surrounding termination of Executive’s employment. e) The Executive acknowledges and agrees that any breach of the restrictions set forth in this Section 8 will result in irreparable injury to the Corporation and the Bank for which it shall have no meaningful remedy at law, and the Corporation and the Bank shall be entitled to injunctive relief in order to enforce the provisions hereof. Upon obtaining any such final and nonappealable injunction, the Corporation and the Bank shall be entitled to pursue reimbursement from the Executive agrees not and/or the Executive's employer of attorney's fees and costs reasonably incurred in obtaining such final and nonappealable injunction. In addition, the Corporation and the Bank shall be entitled to offer employment topursue reimbursement from the Executive and/or the Executive's employer of costs reasonably incurred in securing a qualified replacement for any employee enticed away from the Corporation and the Bank by Executive. Further, not the Corporation and the Bank shall be entitled to discuss the nature set off against or obtain reimbursement from Executive of any prospective employment opportunities with, and not payments owed to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.hereunder. ​ SL1 1617234v16 002256.00058

Covenant Not to Compete. Executive (a) Seller hereby covenants that, agrees that for a ----------------------- period of eighteen three (183) months next following years after the Determination Date (or such shorter period for which Closing, the Company continues to be owned or operated by the Parent or its affiliates), Executive Seller shall not be engaged or interested in any business which competesnot, directly or indirectly, with the publication, membership whether acting alone or retail businesses of the Company or any subsidiary of the Company (whether as a proprietordirector, partner with anotherofficer, shareholderemployee, agent or consultant ofagent, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorconsultant, partner, shareholderowner or member, employee as appropriate, of any person, firm, company, corporation, association, partnership or consultant other entity: (i) have any ownership or economic interest in, or participate in or to manage any business directly or indirectly engaged, in a business the Company same as, or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Causesimilar to, the foregoing covenant shall not apply Florida Business; (without affecting ii) solicit, serve or accept any business from patients, insurance companies, managed care plans, employers or other customers of the obligations hereinafter contained in this section 3.1 in respect business then conducted by Vivra or VOR for services competitive with those of disclosures the Florida Business or solicitations request, induce or advise patients, insurance companies, managed care plans, employers or other customers of the business as then conducted by Executive) unless the Executive shall have been paid severance pursuant Vivra VOR to section 1.4 hereof. Executive agrees that he will not at withdraw, curtail or cancel their business with Vivra or VOR or assist, induce, help or join any time disclose to any other person or other entity who company in doing either of the above activities; (iii) solicit the services of any employee, consultant or provider which isrenders services to, or reasonably may be expected to befor the benefit of, in competition with the Company Vivra or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company VOR or any of their respective affiliatesits affiliates for its own use or benefit or for any other person's or company's use or benefit, or induce or help to induce any employee, consultant or provider which renders services to, or for the contents of any customer lists of the Companybenefit of, any subsidiary of the Company Vivra or VOR or any of their respective its affiliates to leave for other employment, without Vivra's or the general needs of the customers VOR's prior written consent; or (iv) employ or other contracting parties with the Companyhire, or cause to be employed or hired, any subsidiary of person who is an employee, consultant or provider which renders services to, or for the Company benefit of, the Florida Business or VOR or any of their respective its affiliates; (b) Notwithstanding Section (a) above: (i) Seller may render consulting services to third parties provided that such consulting services do not relate in any way to the establishment, maintenance or operation of a medical network, (ii) if VOR fails to pay Seller an amount which is due under this Agreement or the Employment Agreement (and such amount is not subject to a reasonable dispute) for a period of ten (10) days after Seller gives VOR written notice that such amount is past due, then the provisions of Section (a) shall be of no force or effect until such amount is paid; provided, however, that if Seller has entered into a binding contractual relationship (a "Subsequent Contract") after such ten (10) days period and the foregoing Subsequent Contract requires Seller to render services that conflict with the provisions of Section (a), then the payment by VOR of such amounts shall not prevent Executive prohibit Seller from responding rendering the services called for by the Subsequent Contract, and (iii) if VOR fails to execute and deliver the request Additional Option (as defined in the Employment Agreement) after Seller has met the requirements for the Additional Option (and the obligation of a governmental agency or pursuant Buyer to grant the Additional Option is not subject to a court order or as otherwise required by law. For reasonable dispute) for a period of one ten (110) year following days after Seller gives VOR written notice that Seller has met the Determination Daterequirements for the Additional Option, Executive then the provisions of Section (a) shall be of no force or effect until the Additional Option is executed and delivered to Seller; provided, however, that if Seller has entered into a binding contractual relationship (a "Subsequent Contract") after such ten (10) days period and the Subsequent Contract requires Seller to render services that conflict with the provisions of Section (a), then the execution and delivery of the Additional Option shall not prohibit Seller from rendering the services called for by the Subsequent Contract. (c) Seller agrees not that any breach of this Section 6.5 will result in ----------- irreparable damage to offer employment toVivra and VOR for which Vivra and VOR will have no adequate remedy at law, not and, therefore, the Seller consents to discuss any temporary or permanent injunction or decree of specific performance by any court of competent jurisdiction in favor of Vivra or VOR enjoining any such breach, without prejudice to any other right or remedy to which Vivra and VOR shall be entitled. (d) The necessity of each of the restrictions set forth in this Section 6.5 and the nature and scope of each such restriction have been ----------- carefully considered, bargained for and agreed to by the parties. However, in the event that any prospective employment opportunities withportion of this Section 6.5 shall be determined by any court ----------- of competent jurisdiction to be unenforceable by reason of its being extended over too great a period of time or too large a geographic area or over too great a range of activities, and not it shall be interpreted or rewritten to otherwise solicit any employee extend only over the maximum period of time, geographic area, or range of activities as to which it may be enforceable. Each of the Company or such subsidiary provisions herein shall be deemed a separate and severable covenant. (or any person who was e) The parties hereto recognize that the agreements of Seller contained in this Section 6.5 (the "Noncompetition Covenant") are considered by ----------- Vivra and VOR to be an employee integral and valuable part of the Company or such subsidiary within one hundred eighty (180) days transactions contemplated by this Agreement. The parties hereto also agree that the amount of the Determination Date) on his own behalfmonetary damage which Vivra or VOR would suffer should the Seller breach the Noncompetition Covenant is difficult to measure or ascertain. Therefore, on behalf of any employer the parties agree that if Seller breaches the Noncompetition Covenant, then Seller shall pay the Liquidated Damages Amount to Vivra as liquidated damages, as a fair and reasonable estimate of the Executivedamages which would be sustained by Vivra. The "Liquidated Damages Amount" shall be five million dollars ($5,000,000) during the first, on behalf second and third years after Closing and two and one-half million ($2,500,000) at all times thereafter. The remedy provided to Vivra in this Section 6.5(e) shall be cumulative with the Vivra's other remedies -------------- and nothing set forth herein shall limit or in any way affect Vivra's other rights and remedies under this Agreement, or Vivra's right to seek any appropriate relief, including the right to seek preliminary or permanent injunctive relief to enforce the terms of any entity with which the Executive is acting Noncompetition Covenant; provided, that the amount owed by Seller to Vivra pursuant to this Section 6.5(e) shall be -------------- reduced by the amount, if any, that Vivra collects from Seller as a consultant or with which liquidated damages pursuant to the Executive is then otherwise affiliatedEmployment Agreement.

Covenant Not to Compete. Executive hereby Each Seller covenants thatand agrees that it shall not, and shall cause its direct or indirect Subsidiaries, as they may exist from time to time (the Seller and such Subsidiaries being referred to collectively as the “Restricted Parties”) not to, for a period of eighteen three (183) months next following years from the Determination Closing Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates“Restricted Period”), Executive shall not be engaged compete, directly or interested indirectly, with the Brands (as comprised on the Closing Date) or products associated therewith (a “Competing Product Line”) or participate, directly or indirectly, in the ownership, management, financing or control of, or act as a consultant or agent to, or furnish services or advice to (all of these being the “Restrictions”), any business which Person who competes, directly or indirectly, with the publication, membership or retail businesses of the Company Brands or any subsidiary product associated with the Brands (as comprised on the Closing Date) in any form anywhere in the Territory. If any Restricted Party shall breach any covenant in this Section, the Restricted Period shall be extended by a period of time equal to the Company period of breach. The Parties agree that the Restrictions shall not apply to (whether a) Sellers’ fragrance product lines and ancillary products sold as part of such fragrance lines; (b) products that are not marketed or positioned by the Restricted Parties in the basic bath and specialty bath categories in the food, drug and mass distribution channels; (c) products for which a Seller serves as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control distributor for an independent third party not affiliated with the CompanySellers and such products carry the third party’s trademarks, provided that if the employment total gross revenues of Executive is terminated the products being distributed by the Company without Cause, Sellers comprise less than twenty percent (20%) of such third party’s total gross revenues for such products; and (d) any Competing Product Line that is acquired (or for which a definitive agreement to acquire has been entered into) by any Restricted Party (or an Affiliate of any Restricted Party) in an acquisition or series of related acquisition transactions subsequent to the foregoing covenant shall Closing Date; provided (i) that the annual gross revenues related to such Competing Product Line do not apply exceed the lesser of twenty percent (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive20%) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary total gross revenues of the Company business being acquired by the Restricted Party (or any of their respective affiliatesan Affiliate thereof) and Thirty Million Dollars ($30,000,000), and (ii) that the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding gross revenues related to the request of a governmental agency or pursuant to a court order or as otherwise required Competing Product Line do not increase by law. For a period of one five percent (15%) during any year following within the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedRestricted Period.

Covenant Not to Compete. Executive hereby covenants that, for a period of eighteen (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one two (12) year following years from and after the Determination Closing Date, Executive agrees the Seller, the Seller's shareholders and their respective Affiliates, agree not to engage directly or indirectly in any business that offers dial-up internet access, dedicated internet access and web-hosting to third parties in the state of Arizona; PROVIDED, HOWEVER, that Seller, the Seller's shareholders and their respective affiliates may offer employment tothose specific services listed below: i. high-speed Internet access as part of Seller's or the Seller's affiliates' bundled communications package known as NeighborComm(TM), not but only on infrastructure built and owned or controlled by the Seller or the Seller's affiliates and only within a four-and-one-half (4.5)-mile radius of a NeighborComm(TM) hub location; ii. hosting of electronic commerce based websites that are developed by Seller's affiliate Rocket Science Creative division; iii. direct, high-speed Internet connections through the Seller's (or Seller's affiliates') CLEC operations, except that the Buyer will be given right of first refusal to discuss provide any element of such direct, high-speed Internet connections that directly competes with the nature of any prospective employment opportunities withBuyer's current services, on a wholesale basis; and iv. in no case will the Seller, the Seller's shareholders and their respective affiliates provide dialup Internet access, nor will the Seller, the Seller's shareholders, and not to otherwise their respective affiliates solicit any employee of the Company or such subsidiary (or any person who was an employee customers acquired as part of the Company Acquired Assets. If the final judgment of a court of competent jurisdiction declares that any term or such subsidiary within one hundred eighty (180provision of this Section 8(e) days 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 Determination Date) on his own behalfterm or provision, on behalf of to delete specific words or phrases, or to replace any employer 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 Executiveinvalid or unenforceable term or provision, on behalf and this Agreement shall be enforceable as so modified after the expiration of any entity with the time within which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.judgment may be appealed

Covenant Not to Compete. Executive hereby covenants thatThe Corporation and the Consultant acknowledge and agree that as a former executive officer of the Trust, the Consultant has knowledge and experience in the business of the Trust and that the limitations on the Consultant’s activities and the payments described in this Section 7 are reasonable and appropriate. The Consultant shall not, 3 either during the Term or during the period of two years from the time the Consultant’s services under this Agreement are terminated for any reason, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of senior housing or health care facilities, or passive investing in or lending to senior housing or health care-related enterprises, including, without limitation, medical office buildings, hospitals of any kind, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, active adult projects or any similar types of facilities or projects. The Consultant will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, trustee, consultant, agent, partner, proprietor or other participant; provided that the ownership of no more than 2% of the stock of a publicly traded entity engaged in a competitive business shall not be deemed to be engaging in competitive business activities. The Consultant shall not, for a period of eighteen two years from the time his services under this Agreement cease (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliateswhatever reason), Executive shall not be engaged solicit any employee or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses full-time consultant of the Company Corporation for the purposes of hiring or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or retaining such subsidiary, except as a proprietor, partner, shareholder, employee or consultant other than Dxxxxx X. Xxxxxx, in or to his capacity as an attorney. Notwithstanding the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Causeforegoing, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures Consultant may solicit, hire or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not retain either Dxxxxx X. Xxxxxx or Pxxxx Xxxxxx at any time disclose after they cease to any person or other entity who or which isbe employed by the Corporation. In consideration for compliance with this covenant, or reasonably may be expected to be, in competition the Consultant will receive a payment of $75,000 each quarter with the Company or its affiliatesfirst quarterly payment commencing on the date the Consultant’s services are terminated under this Agreement for any reason, any confidential information or trade secrets including expiration of the CompanyTerm or disability (but not death) and continuing for seven consecutive quarters thereafter, for a total of eight consecutive quarterly payments. Notwithstanding the provisions of any subsidiary of other agreement between the Company Consultant and the Trust, the LP or any of their respective affiliates, including but not limited to Sections 7 and 8 of the contents Employment Agreement dated February 21, 2005 between the Consultant and the Trust and the LP, the parties agree that the provisions of any customer lists such other agreement that purport to restrict the business, employment or investment activities of the Company, any subsidiary Consultant or impose confidentiality obligations on the Consultant shall be null and void and of no further force and effect as of the Company Effective Time and thereafter the provisions of Section 6 and this Section 7 shall be the sole provisions relating to restriction on the business, employment or business, the Trust, the LP activities or confidentiality obligations binding upon the Consultant or enforceable by the Corporation or any of their respective affiliates subsidiaries or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants thatx. Xxxxxxxxx recognizes and acknowledges the competitive and proprietary nature of Amedica’s Field of Interest. Hilibrand acknowledges and agrees that a business will be deemed competitive with Amedica if it develops, manufactures or sells any ceramic products within the Field of Interest and Hilibrand has participated in the creation, research and/or testing of those such ceramic products (such business to be referred to as a “Competitive Business”). x. Xxxxxxxxx agrees that during the Term and for an additional [**********] after termination of this Agreement (which period shall be tolled during the period of any violation or breach of any of the provisions hereof and for a period of eighteen (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates[**********] thereafter), Executive whether such termination is voluntary or involuntary, Hilibrand shall not be engaged not: (i) for his benefit, or interested in on behalf of any business which competesother person or entity, directly or indirectly, with as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any Competitive Business anywhere in the publicationcontinental United States of America (the “Restricted Territory”), membership except that nothing contained herein shall preclude Hilibrand from purchasing or retail businesses owning securities of any such business if such securities are publicly traded, and provided that his holdings do not exceed one percent (1%) of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents issued and outstanding securities of any customer lists class of the Company, any subsidiary securities of the Company such business; or (ii) either individually or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of or through any employer third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any other employees of or consultants to Amedica or any present or future parent, subsidiary or affiliate of Amedica to leave the services of Amedica or any such parent, subsidiary or affiliate for any reason. x. Xxxxxxxxx further recognizes and acknowledges that: (i) the restrictions in this Section 8 are reasonable in relation to the skills which represent his principal salable asset both to Amedica and to any prospective employers, and (ii) the geographical scope of the Executiveprovisions of this Section 8 is reasonable, legitimate and fair to Hilibrand in light of Amedica’s need to market its services and sell its products worldwide in order to have a sufficient customer base to make Amedica’s business profitable and in light of the limited restrictions on behalf the type of employment prohibited herein compared to the types of employment for which Hilibrand is qualified to earn his livelihood. d. The acknowledgments and agreements set forth in this Section 8 shall survive the termination of Hilibrand’s performance of the Development Services for any entity with which reason, for the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedtime period set forth herein.

Covenant Not to Compete. Executive hereby covenants that, Each of the Principal Shareholders agrees that he will not: (a) for a period of eighteen (18) months next three years following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competesClosing Date, directly or indirectly, with the publication, membership alone or retail businesses of the Company or any subsidiary of the Company (whether as a proprietorpartner, partner joint venturer, officer, director, employee, consultant, agent, independent contractor, lender or security holder, of any company or business, engage in, or finance or provide financial assistance with another, shareholder, agent or consultant of, employee of or lender respect to, anotherany business activity relating to the provision of managed health care administrative and Third Party Administrative (“TPA”) services, including marketing, the organization of health care delivery, network development and management, provider relations, finance and overall administration (the “Competitive Business”) in Michigan and New Mexico (the recreational vehicle“Restricted Territory”); provided, campinghowever, outdoor living that the beneficial ownership of less than five percent of any class of securities of any entity having a class of equity securities actively traded on a national securities exchange or other markets then served by over-the-counter market shall not be deemed, in and of itself, to violate the Company or such prohibitions of this Section 7.8; provided further, that each Principal Shareholder may continue his involvement in the TPA company known as Health Care Horizons of Illinois, Inc. and its wholly-owned subsidiary, except as HCH Administration, Inc. (Illinois) (which companies may continue to operate under such name); (b) for a proprietorperiod of three years following the Closing Date, partnerdirectly or indirectly, shareholder, employee (i) induce any customer acquired hereunder to patronize any business which is directly or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, indirectly in competition with the Company Competitive Business conducted by Acquiror, its subsidiaries, successors or its affiliatesassigns (collectively the “Acquiror Companies”) in the Restricted Territory; (ii) canvass, solicit or accept from any Person which is a customer of the Competitive Business conducted by any of the Acquiror Companies, any confidential information such competitive business in the Restricted Territory; or trade secrets (iii) request or advise any customer of the CompanyCompetitive Business conducted by any of the Acquiror Companies in the Restricted Territory to withdraw, curtail or cancel any subsidiary such customer’s business with such entity; (c) for a period of three years following the Closing Date (i) in any manner seek to induce any employee of the Acquiror Companies to leave his or her employment or (ii) directly or indirectly employ any person who was employed by the Acquiror Companies within nine (9) months following the termination of employment of such person with the Acquiror Companies. (d) at any time following the Closing Date, directly or indirectly, in any way utilize, disclose, copy, reproduce or retain in his possession any of the proprietary rights or records of the Company or any of its subsidiaries acquired hereunder, including, but not limited to, any customer lists. (e) Each of the Principal Shareholders, jointly and severally, shall indemnify and hold harmless Acquiror and the Surviving Corporation, and their respective affiliatesofficers, directors, employees, consultants, shareholders and affiliates (collectively, the contents “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses, including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, relating to or arising directly or indirectly out of any customer lists breach or default by the Principal Shareholders of any of the Companycovenants or agreements set forth in this Section 7.8. The Principal Shareholders agree and acknowledge that the restrictions contained in this Section 7.8 are reasonable in scope and duration, and are necessary to protect the Acquiror Companies. The Principal Shareholders agree and acknowledge that any subsidiary breach of this Section 7.8 will cause irreparable injury to the Company Acquiror Companies and upon any breach or threatened breach of any provision of their respective affiliates or this Section 7.8, the general needs of the customers Acquiror Companies shall be entitled to injunctive relief, specific performance or other contracting parties with equitable relief, without the Company, any subsidiary necessity of the Company or any of their respective affiliates, posting bond; provided, however, that this shall in no way limit any other remedies which the Acquiror Companies may have as a result of such breach, including the right to seek monetary damages. Acquiror and the Principal Shareholders hereby agree that Acquiror may assign, without limitation, the foregoing shall not prevent Executive from responding restrictive covenants to the request of a governmental agency or pursuant any successor to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedAcquiror.

Covenant Not to Compete. Executive hereby covenants that, for For a period of eighteen five (185) months next following years -------------------------- from the Determination Date (or such shorter period for which the Closing Date, Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competeswill not, directly or indirectly: (i) engage in, continue in or carry on any business which competes with the publicationBusiness or is substantially similar thereto, membership including owning or retail businesses controlling any financial interest in any corporation, partnership, firm or other form of business organization which is so engaged; (ii) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Buyer in any aspect with respect to the Business or Purchased Assets which Buyer is acquiring hereunder, including, but not limited to, advertising or otherwise endorsing the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to or engaging in any form of business transaction on other than an arms' length basis with any such competitor; (iii) offer employment to any employee of the Company or Business, without the prior written consent of Buyer; or (iv) engage in any subsidiary practice the purpose of which is to evade the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee provisions of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in this covenant not to compete or to commit any act which adversely affects the Company Business, Purchased Assets or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, Assumed Liabilities; provided, however, that except as provided for in this Agreement the foregoing shall not prevent Executive from responding prohibit the Company's ownership of securities of Buyer or of any corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the outstanding shares of any such corporation. The parties agree that the geographic scope of this covenant not to compete shall extend worldwide. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the Business or the Purchased Assets. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the request of a governmental agency or pursuant extent necessary to a court order or as otherwise required by law. For a period of one (1) year following render the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, same valid and not to otherwise solicit any employee of the Company or enforceable in such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedjurisdiction.

Covenant Not to Compete. Executive hereby covenants thatThe Shareholder agrees that for so long as the Shareholder is employed by the Surviving Company, MIOA or any of its subsidiaries and for a continuous and uninterrupted period of eighteen two (182) months next following years thereafter, if terminated "For Cause" as that term is defined in the Determination Date Shareholder's employment contract of even date herewith: (1) engage in, continue in or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in carry on any business which competes, directly or indirectly, competes with the publicationBusiness or is substantially similar thereto, membership including owning or retail businesses controlling any financial interest in any corporation, partnership, firm or other form of business organization which is so engaged; (2) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of the Company Surviving Corporation, MIOA or MIOA's subsidiaries in any subsidiary aspect with respect to the Business, including, but not limited to, advertising or otherwise endorsing the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to or engaging in any form of business transaction on other than an arm's length basis with any such competitor; (3) offer employment to an employee of the Company Surviving Corporation, MIOA or MIOA's subsidiaries, without the prior written consent of MIOA; or (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee 4) engage in any practice the purpose of or lender to, another) in which is to evade the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in provisions of this covenant not to compete or to commit any act which adversely affects the Company Surviving Corporation, MIOA, MIOA's subsidiaries or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, businesses; provided, however, that the foregoing shall not prevent Executive prohibit the Shareholder from responding working for them or the ownership of securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the outstanding shares of any such corporation. The parties agree that the geographic scope of this covenant not to compete shall extend in an outward radius of 15 miles from any clinic, lab, medical facility or any other business of the Surviving Company, Ivanhoe or any similar business of any other subsidiary of MIOA. The parties agree that MIOA may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or substantially all of the business of the Surviving Company. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the request of a governmental agency or pursuant extent necessary to a court order or as otherwise required by law. For a period of one (1) year following render the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, same valid and not to otherwise solicit any employee of the Company or enforceable in such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedjurisdiction.

Covenant Not to Compete. Executive hereby covenants thatTo more effectively protect the value of the Purchased Assets, for a period of eighteen five years after the First Closing Date, Sellers and Owner shall not, directly or indirectly (18) months next following the Determination Date (whether as an owner, principal, employee, agent, consultant, independent contractor, partner or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliatesotherwise), Executive shall not be engaged anywhere in the State of Arizona, State of Texas or interested any other State in which Buyer has a facility, at which medical practitioners treat patients with venous diseases and provide a range of other vascular, radiology and podiatry services on or prior to the first anniversary of the Closing Vascular EBITDA Calculation Date and which is included in the Business unit for purposes of calculating the Anniversary Vascular EBITDA (the “Restricted Territory”): (a) engage in any business which competesin competition with the Business; provided, however, that Sellers and Owner, may own, solely as an investment, securities in any entity that is in competition with the Business if (i) Sellers or Owner, as applicable, do not, directly or indirectly, beneficially own more than 2% in the aggregate of such class of securities, (ii) such class of securities is publicly traded and (iii) Sellers or Owner, as applicable, has no active participation in such entity; (b) solicit business of the same or similar type being carried on by the Buyer in the operation of the Business from any person or entity known by Sellers or the Owner to be a customer of the Business as operated by Buyer; (c) request any past, present or future customer or supplier of Sellers or Buyer to curtail or cancel its business with the publicationBusiness as operated by Buyer; (d) solicit, membership employ or retail businesses otherwise engage as an employee or independent contractor any person who is an employee or independent contractor of the Company Business as operated by Buyer, unless such person’s employment or engagement with the Business (i) was terminated by Buyer, or (ii) ended more than 12 months prior to the date of solicitation, employment or engagement; (e) induce or attempt to induce any subsidiary employee or independent contractor of the Company (whether Business as operated by Buyer to terminate their employment or engagement with the Business; provided, however, that it shall not constitute a proprietor, partner with another, shareholder, agent breach of the foregoing if any person or consultant of, entity which employs or otherwise engages Owner solicits and/or hires an employee or former employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or Business through a general solicitation not directed at such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in former employee, and further provided the Owner does not have hiring authority or influence over hiring for the applicable position; or (f) unless otherwise required by law, subject to the Company or any entity controlled byconfidentiality provisions of this Agreement, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who details of the organization or which isbusiness affairs of the Business, any names of past or present customers of the Business, any Trade Secrets, or reasonably any other non-public information concerning the Business or its affairs; notwithstanding the foregoing, the Sellers may publically disclose information related to or arising from the filing, prosecution, and enforcement of intellectual property rights pertaining to the Excluded Assets. Notwithstanding anything to the contrary above in this Section 5.8, (i) this Section 5.8 shall not restrict Owner from providing medical services as a physician in private medical practice to any of the past, present or future patients or customers of the Business, provided Owner does not use any marketing or advertising directed at such past, present or future patients, (ii) this Section 5.8 shall not restrict Owner and his Affiliates from leasing any real property, including real property no longer leased by Buyer and its Affiliates, to any third party, including any third party that may be expected competitive with the Business, (iii) this Section 5.8 shall not restrict Owner from owning or operating the Second Closing Facilities between the date of this Agreement and the Second Closing Date in accordance with this Agreement and the Management Services Agreement, (iv) Owner and his Affiliates may license or otherwise commercialize the patents set forth on Schedule 5.8 to beany third parties for use outside of the Restricted Territory, (v) Owner and his Affiliates shall be permitted to license the patents set forth on Schedule 5.8 to third parties for use inside of the Restricted Territory so long as Owner pays to Buyer an amount equal to thirty percent (30%) of the net revenues earned from such licenses only in Arizona and Texas, as well as any other state in which the Buyer has a facility, at which medical practitioners treat patients with venous diseases and provide a range of other vascular, radiology and podiatry services on or prior to the first anniversary of the Closing Vascular EBITDA Calculation Date and which is included in the Business unit for purposes of calculating the Anniversary Vascular EBITDA, that actually builds and/or operates an operating room that is claimed or described by such patents, and (vi) Owner and his Affiliates shall be permitted to license or otherwise commercialize the trademarks set forth on Schedule 5.8 to any third parties for use inside and outside of the Restricted Territory. Sellers and Owner agree that the covenants set forth in this Section 5.8 are drafted to and are intended to comply with and be enforceable under Texas Business & Commerce Code Section 15.50(a) and other applicable laws and regulations. The Parties acknowledge that if the scope of the covenants in this Section 5.8 is deemed to be too broad in any court proceeding, the court may reduce the scope as deemed reasonable under the circumstances. Sellers and Owner also agree that in the event that the covenants are reformed and Sellers and/or the Owner has breached the reformed covenants, Buyer may be entitled to recover attorneys’ fees and costs in enforcing the covenants in the same manner and to the same extent as if they had been enforced as written against the breaching Party. The Parties acknowledge that Buyer may not have any adequate remedy at law for the breach or threatened breach by Sellers or Owner of this Section 5.8 and, accordingly, Buyer may, in competition with the Company addition to remedies that may be available under this Agreement, file suit in equity to enjoin Sellers or its affiliatesOwner from that breach or threatened breach, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding and Sellers and Owner consent to the request issuance of a governmental agency or pursuant to a court order or as otherwise required by lawinjunctive relief. For a period of one (1) year following Sellers and Owner agree that Buyer’s performance under this Agreement constitutes sufficient consideration for the Determination Date, Executive agrees covenant not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedcompete in this Section 5.8.

Covenant Not to Compete. Executive hereby covenants that, for a period of eighteen (18a) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one five (5) years from the Closing Date, the Seller will not: (1) year following engage directly or indirectly in the Determination Datemanufacture of vitreous china bathroom fixtures, Executive agrees not to offer employment togelcoat and acrylic bathtubs, not to discuss the nature of shower stalls and whirlpools, brass and die cast faucets and shower doors (a "Competing Business"); (2) induce any prospective employment opportunities with, and not to otherwise solicit any employee present officers or employees of the Company to leave the employ of the Company; (3) for the purpose of engaging in a Competing Business, call upon or attempt to do business with any customer or supplier of the Company; or (4) induce, attempt to induce, request, advise or in any manner attempt to influence any present, future, or potential customer, supplier, licensee, licensor, franchisee or other business relations of the Buyer or the Company, to cease doing business with the Buyer or the Company, to deal with any competitor of the Buyer or the Company, or in any way interfere with the relationship between the Buyer or the Company and its customers, suppliers, licensees, licensors, franchisees or other business relations. Notwithstanding the foregoing, (A) ownership of less than 10% of the outstanding stock of any publicly-traded corporation shall not be a violation of this covenant and (B) nothing herein shall prevent Seller from acquiring a Competing Business in connection with an acquisition where such subsidiary Competing Business accounts for less than 25% of the total revenues of the target of the acquisition or where such Competing Business is divested within twelve (12) months of the consummation of such acquisition. If a court of competent jurisdiction determines that the noncompetition or nonsolicitation covenants contained in this Section are unreasonable, arbitrary, against public policy or otherwise invalid or unenforceable, then the duration and geographic area of restriction will be reduced to the maximum duration and area of restriction that such court would deem legal, valid, and enforceable and that comes closest to expressing the intention of the invalid or unenforceable covenant, and this Section will be enforceable as so modified. (b) Seller shall not use or permit any of its affiliates to use the Company's corporate or trade name or any person who was an employee name confusingly similar thereto in any manner anywhere in the world. (c) Seller recognizes, acknowledges and agrees that if Seller breaches any of the Company covenants, duties or such subsidiary within one hundred eighty (180obligations set forth in Section 8.4(a) days or 8.4(b), Buyer would encounter extreme difficulty in attempting to prove the actual amount of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting damages suffered by Buyer as a consultant result of such breach, and that Buyer would not be reasonably or with which the Executive is then otherwise affiliated.adequately compensated in damages in any action at law. In addition to any other remedy Buyer may have at law, in equity, by statute or otherwise, if Seller breaches any of its covenants, duties or obligations set forth in Sections 8.4(a) or 8.4(b), Buyer will be entitled to seek and receive injunctive and other equitable relief from any governmental body of competent jurisdiction to

Covenant Not to Compete. Executive hereby covenants that(a) As an inducement for Dade to consummate the transactions contemplated by the Combination Documents, Hoechst agrees that for a period (the "Non-Competition Period") beginning on the Closing Date and ending on the later ---------------------- of eighteen (18x) months next following the Determination third anniversary of the Closing Date and (or y) the earlier of (A) the date on which Hoechst no longer has (or, if Dade so requests, Hoechst waives) all of its rights under paragraph 1 of the Stockholders Agreement and such shorter period for which other provisions of the Company continues Stockholders Agreement, if any, as agreed to be owned or operated by pursuant to Section 1.4(d) (the Parent or its affiliates"Designation Rights"), Executive and (B) the date on which Dade ------------------ terminates the Cooperation Agreement, it shall not be engaged or interested (other than in its capacity as a stockholder of Dade and for the benefit of Dade in connection with the Transition Services Agreement), and it shall not permit any business which competesof its affiliates after the Closing to, directly or indirectly, with the publicationeither for itself or through any other Person, membership engage in, participate in, or retail businesses permit its name to be used by any enterprise engaging in or participating in, any aspect of the Company or human in vitro diagnostics business in any subsidiary part of the Company world; provided, however, that nothing -------- ------- herein shall prohibit Hoechst or its affiliates from (i) participating in any activity contemplated by the Cooperation Agreement, (ii participating in a joint venture with any Person provided that the joint venture is not in competition -------- with Dade in the human in vitro diagnostics business, and (ii acquiring any Person or entering into any business combination with any Person or entering into any joint venture in each case which is engaged in the human in vitro diagnostics business but in which the human in vitro diagnostics business is not the primary business of such Person or joint venture so long as Hoechst, in good faith, offers to sell such business to Dade and if, the parties cannot agree on a price, the price shall be the fair market value determined by an Independent Investment Banker. If Dade does not purchase such human in vitro diagnostics business, Hoechst shall enter into an agreement to sell such business to an independent third party within one year after Dade declines to purchase such human in vitro diagnostics business and shall consummate such sale within two years after Hoechst's acquisition of such human in vitro diagnostics business. For purposes of this Agreement, the term "participation" includes any direct or ------------- indirect interest in any enterprise, whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorstockholder, partner, shareholderjoint venturer, employee franchisor, franchisee or consultant otherwise (other than by ownership of less than five percent (5%) of the stock of a publicly held corporation). Hoechst agrees that this covenant is reasonably designed to protect Dade's substantial investment in or the Business and is reasonable with respect to its duration, geographical area and scope. The restrictions set forth in this Section 7.6(a) shall terminate upon the seventh anniversary of the Closing Date. (b) Prior to the Company later of (i) two years after the Closing Date and (ii one year after the date as Hoechst shall no longer have the Designation Rights, neither Hoechst nor any of its affiliates will solicit the employment (in any capacity) of, or, to the extent not otherwise prohibited by Applicable Law, hire, any employee of Dade or any entity controlled by, controlling or under common control with the Company, provided that if the of its affiliates (other than any employee whose employment of Executive is terminated by Dade or such affiliate) without the Company without Cause, the foregoing covenant prior written consent of Dade (which consent shall not apply be withheld capriciously or otherwise without a good business reason). Notwithstanding the foregoing, nothing herein shall prohibit Hoechst from hiring Xxx Xxxxxx in any capacity not otherwise prohibited in any agreement between Xxx Xxxxxx and Dade or any of its affiliates. (c) Prior to two years after the date of this Agreement, neither Dade nor its affiliates (including the Acquired Entities after Closing) will solicit the employment (in any capacity) of, or, to the extent not otherwise prohibited by Applicable Law, hire any employee of Hoechst or any of its affiliates (other than an employee of InfraServ or whose employment is terminated by Hoechst or such affiliate), with whom Dade or any of its affiliates has had contact or who became known to Dade or any of its affiliates in connection with the consideration and consummation of the transactions contemplated by this Agreement, without affecting the obligations hereinafter contained in this section 3.1 in respect prior written consent (which consent shall not be withheld capriciously or otherwise without a good business reason) of disclosures or solicitations by ExecutiveHoechst. (d) unless Prior to one year after the Executive date on which the Cooperation Agreement shall have been paid severance pursuant terminated, neither Dade nor its affiliates (including the Acquired Entities after Closing) will solicit the employment (in any capacity) of, or, to section 1.4 hereof. Executive agrees that he will the extent not at otherwise prohibited by Applicable Law, hire any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets employee of the Company, any subsidiary of the Company Hoechst or any of their respective affiliatesits affiliates (other than an employee of InfraServ or whose employment is terminated by Hoechst or such affiliate), with whom Dade or any of its affiliates will have had contact or who becomes known to Dade or its affiliates in connection with the contents transactions contemplated by the Cooperation Agreement, without the prior written consent (which consent shall not be withheld capriciously or otherwise without a good business reason) of Hoechst. (e) If, at the time of enforcement of any customer lists of the Companyprovisions of this Section 7.6, a court (or arbitrator or administrator) 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 be substituted for the stated period, scope or area. The parties further agree that such court (or arbitrator or administrator) shall be allowed to revise the restrictions contained herein to cover the maximum period, scope or geographical area permitted by law. In no event shall any subsidiary of the Company such substituted or revised period, scope or geographical area exceed any restrictions set forth in Sections 7.6(a) and 7.6(b). (f) If Hoechst, Dade or any of their respective affiliates after the Closing (the "Restricted Persons") breaches, or the general needs threatens to commit a breach of, ------------------ any of the customers provisions of this Section 7.6 (the "Restrictive Covenants"), Dade or --------------------- Hoechst, as the case may be, shall have, independent of any other rights and remedies under this Agreement, the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction without the need to post bond or other contracting parties with the Companysecurity, it being agreed that any subsidiary breach or threatened breach of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding Restrictive Covenants would cause irreparable injury to the request of a governmental agency or pursuant parties hereto and that money damages would not provide an adequate remedy to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedparty.

Covenant Not to Compete. Executive hereby covenants thatParent and Seller each acknowledge and agree that the Division's reputation and goodwill are an integral part of its business success throughout the areas where it conducts its business. If Parent or Seller deprives Buyer of any of the Division's goodwill or in any manner utilizes its reputation and goodwill in competition with the Division, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. Accordingly, as an inducement for Buyer to enter into this Agreement, Parent and Seller agree that for a period of eighteen ten (1810) months next following years after the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Closing Date, Parent or its affiliates), Executive and Seller shall not be engaged or interested in any business which competesand shall cause their affiliates not to, without Buyer's prior written consent, directly or indirectly, with the publicationown, membership manage, operate, control or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) participate in the recreational vehicleownership, campingmanagement, outdoor living operation or other markets then served by the Company control of any profit or such subsidiarynon-profit business or organization which, except as a proprietordirectly or indirectly, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which islocation throughout the world, or reasonably may be expected to be, engages in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, Business; provided, however, that nothing herein shall prohibit Parent or Seller or their affiliates from acquiring a stock interest in a corporation, provided such stock is publicly traded and the foregoing stock so acquired is not more than five percent (5%) of the outstanding shares of such company; provided further that nothing herein shall not prevent Executive from responding to prohibit Parent or Seller or their affiliates from, directly or indirectly, owning, managing, operating, controlling or participating in the request of a governmental agency ownership, management, operation or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature control of any prospective employment opportunities withprofit or non-profit business or organization which, directly or indirectly, at any location throughout the world, engages in the Bio Clinic Business so long as such business or organization does not engage in the Business. Parent and Seller agree to maintain in confidence, and not to otherwise solicit disclose to any employee third party, any ideas, methods, developments, inventions, improvements and business plans and information which are the confidential information of the Company Division. In the event the agreement in this Article XI shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such subsidiary (or any person who was an employee court in such action. Parent and Seller each acknowledge that a breach of the Company covenants contained in this Article XI will cause irreparable damage to Buyer, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Parent and Seller agree that if Parent or such subsidiary within one hundred eighty (180) days of Seller breaches the Determination Date) on his own behalfcovenant contained in this Article XI, on behalf of in addition to any employer of the Executiveother remedy which may be available at law or in equity, on behalf of any entity with which the Executive is acting as a consultant Buyer shall be entitled to specific performance and injunctive relief, without posting bond or with which the Executive is then otherwise affiliatedother security.

Covenant Not to Compete. Executive hereby covenants that, (a) The Shareholders agree that for a period of eighteen (18) months next three years following the Determination Closing Date or one year following from the date of termination of their employment with Surviving Corporation for any reason, whether with or without cause, whichever period is longer, neither will, except as expressly permitted hereunder, directly or indirectly (i) operate, develop or such shorter period for which own any interest, other than the Company continues to ownership of less than 5% of the equity securities of a publicly traded company, in the business of wireless telecommunications site development within Canada and/or the United States of America (a "Business"); (ii) compete with Westower, Surviving Corporation or their subsidiaries and affiliates in the operation or development of any Business; (iii) with the exception of Surviving Corporation, be owned or operated employed by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competesowns, directly manages, or indirectlyoperates a Business; (iv) interfere with, with the publicationsolicit, membership disrupt or retail businesses of the Company attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between Surviving Corporation, or its subsidiaries or affiliates, and any subsidiary of the Company (whether as a proprietorcustomer, partner with anotherclient, shareholder, agent supplier or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isSurviving Corporation, or reasonably may be expected to be, in competition with the Company its subsidiaries or its affiliates, any confidential information ; or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1v) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of Surviving Corporation, or its subsidiaries or affiliates, to leave their employment with Surviving Corporation or its subsidiaries or affiliates, as the Company case may be, or hire any such subsidiary employee to work for a Business. The Shareholders shall not be entitled to circumvent the provisions of this Section 7.5 by entering into a relationship with a Business as a consultant, director, advisor, or otherwise, which has the effect of competing with Surviving Corporation, its affiliates or subsidiaries. (or b) If a judicial determination is made that any person who was an employee of the Company provisions of Section 7.5(a) constitute an unreasonable or otherwise unenforceable restriction, such subsidiary within one hundred eighty (180) days provisions shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the Determination Dateterritory or prohibited business activity from the coverage of Section 7.5(a) on his own behalfand to apply the provisions of Section 7.5(a) to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. The time period during which the prohibitions set forth in Section 7.5(a) shall apply shall be tolled and suspended during all violations of Section 7.5(a). (c) The Shareholders specifically acknowledge and agree that the restrictions set forth in this Section 7.5 are reasonable and necessary to protect the legitimate interests of Westower and Surviving Corporation and that Westower and Sub would not have undertaken the Merger in the absence of such restrictions. The Shareholders further acknowledge and agree that any violation of the provisions of this Section 7.5 will result in irreparable injury to Westower and Surviving Corporation, on behalf that the remedy at law for any violation or threatened violation of such Section will be inadequate and that in the event of any employer such breach, Westower or Surviving Corporation, in addition to any other remedies or damages available at law or in equity, shall be entitled to temporary injunctive relief before trial from any court of competent jurisdiction as a matter of course and to permanent injunctive relief without the necessity of proving actual damages. The existence of any claim or cause of action on the part of the ExecutiveShareholders against Westower or Surviving Corporation, on behalf whether arising from this Agreement or otherwise, shall not constitute a defense to the granting or enforcement of this injunctive relief. If Westower or Surviving Corporation prevail in an action to enforce any entity of its rights under this Agreement, Westower or Surviving Corporation shall be entitled to recover from the Shareholders, as applicable, all reasonable attorneys' fees, court costs and other expenses incurred by Westower or Surviving Corporation in connection with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedenforcement of those rights.

Covenant Not to Compete. In consideration for the Option, ----------------------- the Stock Grant, the loans evidenced by the Recourse Note and the Non-Recourse Note, the Restricted Unit Award granted to Executive hereby covenants thaton April 12, 2001, the other consideration set forth in the Addendum, the Company's promise to provide Confidential Information as set forth in Paragraph 4 above (including the Confidential Information provided by the Company to Executive concurrently with the execution of the Addendum, which Executive acknowledges has not been previously provided to Executive), and for Executive's employment by the Company under the terms provided in this Agreement, and as a means to aid in the performance and enforcement of the terms of and preserve the rights of the Company pursuant to the Unauthorized Disclosure provisions of Paragraph 4, Executive agrees as follows: (a) during the term of Executive's employment with the Company and for a period of eighteen twenty-four (1824) months next following thereafter, regardless of the Determination Date reason for termination of employment (or such shorter period for which except that the Company continues restrictions of this Paragraph 5(a) relating to be owned or operated by the Parent or its affiliates), Executive twenty-four (24) months after the term of employment shall not be engaged apply if (x) Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, anothery) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the Executive's employment of Executive is terminated by the Company without CauseCause as provided in Subparagraph 6(d) within eighteen (18) months after the occurrence of a Change in Control), Executive will not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is in the business of owning, operating, managing or granting franchise rights with respect to hotels, motels or other lodging facilities in any area or territory in which the Company or any of its subsidiaries conducts operations; provided, however, that the foregoing covenant shall not prohibit Executive from owning up to one percent (1%) of the outstanding stock of a publicly held company engaged in the hospitality business. Notwithstanding the foregoing, after Executive's employment with the Company has terminated, upon receiving written permission by the Board, Executive shall be permitted to engage in such activities with respect to any other hotel, motel or lodging facility that would be immaterial to the operations of the Company and its subsidiaries in the area or territory in question. Immateriality, for purposes of the foregoing sentence, shall be determined in the sole discretion of the Board in good faith. (b) during the term of Executive's employment with the Company and for a period of twenty-four (24) months thereafter, regardless of the reason for termination of employment (except that the restrictions of this Paragraph 5(b) relating to the twenty-four (24) months after the term of employment shall not apply if (x) Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or (y) Executive's employment is terminated by the Company without affecting Cause as provided in Subparagraph 6(d) within eighteen (18) months after the obligations hereinafter contained occurrence of a Change in this section 3.1 in respect of disclosures Control), Executive will not, directly or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at indirectly, either for himself or for any time disclose to any other business, operation, corporation, partnership, association, agency, or other person or other entity who or which isentity, call upon, compete for, solicit, divert, or reasonably may be expected take away, or attempt to bedivert or take away any of the customers (including, in competition without limitation, any hotel owner, lessor or lessee, asset manager, trustee or consumer with whom the Company or any of its affiliates, any confidential information subsidiaries from time to time (i) has an existing agreement or trade secrets business relationship; (ii) has had an agreement or business relationship within the two-year period preceding the Executive's last day of employment with the Company, any subsidiary ; or (iii) has included as a prospect in its applicable pipeline) or vendors of the Company or any of their respective affiliates, the contents of its subsidiaries in any customer lists of the areas or territories in which the Company or any of its subsidiaries conducts operations if such action has the intent or effect of interfering with the Company's or any of its subsidiaries' relationship with the vendor or customer. (c) during the term of Executive's employment with the Company and for a period of twenty-four (24) months thereafter, regardless of the reason for termination of employment (except that the restrictions of this Paragraph 5(c) relating to the twenty-four (24) months after the term of employment shall not apply if (x) Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or (y) Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d) within eighteen (18) months after the occurrence of a Change in Control), Executive will not directly or indirectly solicit or induce any subsidiary current or prospective employee of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Companyits subsidiaries (including, without limitation, any subsidiary current or prospective employee of the Company or any of their respective affiliates, provided, however, its subsidiaries within the foregoing shall not prevent Executive from responding to six-month period preceding Executive's last day of employment with the request of a governmental agency Company or pursuant to a court order or as otherwise required by law. For a within the 24-month period of one (1this covenant) year following the Determination Dateto accept employment with Executive or with any business, operation, corporation, partnership, association, agency, or other person or entity with which Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities withmay be associated, and Executive will not employ or cause any business, operation, corporation, partnership, association, agency, or other person or entity with which Executive may be associated to otherwise solicit employ any current or prospective employee of the Company or any of its subsidiaries without providing the Company with ten (10) days' prior written notice of such subsidiary proposed employment. (d) Executive agrees and acknowledges that the restrictions contained in this noncompetition covenant are reasonable in scope of activity, duration and geographical area and are necessary to protect the Company's business interests and Confidential Information after the Effective Date of this Agreement. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any person who was an employee part thereof, is held to be unenforceable because of the Company duration of such provision or the scope of activity or area covered thereby, the parties agree that the court making such subsidiary within one hundred eighty (180) days determination shall have the power to reduce the duration and/or area and/or scope of activity of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the Determination Date) on his own behalfbreach of this noncompetition covenant will cause irreparable damage to the Company, on behalf and upon breach of any employer provision of this noncompetition covenant, the ExecutiveCompany shall be entitled to injunctive relief, on behalf of specific performance, or other equitable relief; provided, however, that this shall in no way limit any entity with other remedies which the Company may have (including, without limitation, the right to seek monetary damages). (e) Should Executive is acting as a consultant violate the provisions of this Paragraph, then in addition to all other rights and remedies available to the Company at law or with in equity, the duration of this covenant shall automatically be extended for the period of time from which the Executive is then otherwise affiliatedbegan such violation until he permanently ceases such violation.

Covenant Not to Compete. Executive hereby covenants that, for For a period of eighteen (18) months next following five years from and after the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates)date hereof, Executive shall Seller will not be engaged or interested in any business which competesengage, directly or indirectly, in any business that any of the Company and its Subsidiaries conducts as of the date hereof; provided, however, that no owner of less than 1% of the outstanding stock of any publicly traded corporation shall be deemed to engage in a business solely by reason of its ownership thereof. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5(e) 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 publicationintention of the invalid or unenforceable term or provision, membership and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. During the five year period following the date hereof, Seller shall not, directly or retail businesses indirectly, recruit or otherwise solicit or induce any person (other than Xxxx Xxxxxx) who is an employee of, or otherwise engaged by, the Company, any of its Subsidiaries or any successor to the business of any of them to terminate his or her employment or other relationship with the Company or any subsidiary of or successor thereof, and during the Company (whether as a proprietorsix-month period following the date hereof, partner with anotherSeller shall not, shareholderdirectly or indirectly, agent recruit or consultant of, employee of otherwise solicit or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or induce Xxxx Xxxx to the Company or any entity controlled by, controlling or under common control terminate his employment with the Company, provided that if nor shall the employment of Executive is terminated by Seller hire any officer who has left the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets employ of the Company, any subsidiary of the Company its Subsidiaries or any of their respective affiliates, successor thereto during the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedpreceding year.

Covenant Not to Compete. Executive Employee expressly covenants with the Employer as follows: During the employment period, if the Employee shall, for any reason other than permanent retirement from the practice of medicine, permanently or temporarily leave the employ of the Employer, Employee hereby covenants thatagrees, unconditionally, that he shall not in any manner whatsoever, directly or indirectly, as partner, employee, agent, principal, independent contractor, consultant, owner, or in any other capacity whatsoever establish, maintain, manage or occupy any office or premises for, and/or engage in the practice of the medical specialties of cardiology, internal medicine or any other type of medical specialty or medical practice engaged in by the Employer, for a period of eighteen not less than five (185) months next following years after termination of employment, within an area of a radius of fifty (50) miles from any office or offices of the Determination Date Employer presently existing or existing at the time of the termination of Employee's employment. The Employer and the Employee agree that it is impossible to determine with any reasonable accuracy the amount of damages Employer would incur upon breach of this provision. Accordingly, in the event Employee breaches this provision, the Employee does hereby unconditionally covenant and agree with the Employer that the Employee shall pay, forthwith, the sum of Three Hundred Thousand Dollars (or such shorter period for which $300,000) as liquidated damages (the Company continues "Liquidated Damages") to be owned or operated by the Parent or its affiliates)Employer upon written notice and demand, Executive shall not be engaged or interested and in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company event within three (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (1803) days of the Determination Date) on his own behalfreceipt of said notice by the Employee. In the event Employee refuses to pay said sum or unreasonably delays the payment of same, on behalf the Employer shall have the unqualified option to sue xxx recover from Employee the aforesaid sum together with its reasonable attorney's fees and/or obtain an injunction against the Employee to enforce the medical practice prohibitions of any employer this covenant, together with Employer's reasonable attorney's fees. It is the express intent and purpose of this provision that the Executive, on behalf of any entity Employee shall in no way compete with which the Executive is acting Employer in every particular as a consultant or with which the Executive is then otherwise affiliated.set forth

Covenant Not to Compete. Executive hereby covenants thatIn order that Buyer and its subsidiaries may have and enjoy the full benefit of the Business, Seller agrees that Seller and its subsidiaries will not, without the written approval of Buyer, for a the period beginning on the Closing Date and ending on the fifth anniversary of eighteen (18) months next following the Determination Closing Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes"Noncompetitive Period"): (i) engage, directly or indirectly, in any activity involving the manufacture, production, marketing, advertising, distribution or sale of any Competitive Product anywhere in the world (after giving effect to the exceptions contained in the second succeeding sentence, the "Competitive Activity"), (ii) directly or indirectly, (A) hold or invest in any equity (or debt convertible into equity) of, (B) manage, operate or control, (C) become a consultant with respect to any Competitive Activity for or (D) provide material services for any Competitive Activity to, any Person that engages in any Competitive Activity or (iii) license, sublicense or otherwise make available to any person any technology or other intellectual property rights that would facilitate such person's engaging in any Competitive Activity. "Competitive Products" means (i) the publication, membership or retail businesses products in any of the Company categories set forth in the recitals hereto, (ii) catheter-based, wire-based, balloon-based or stent-based products used in coronary applications and (iii) products that are competitive with any products of the type referred to in the foregoing clause (i) or (ii). Notwithstanding the foregoing, nothing contained herein shall limit the right of Seller or any subsidiary of Seller to (i) hold and make passive investments in securities of any person that is registered on a national securities exchange or admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market; provided, that Seller's and any such subsidiary's aggregate beneficial equity interest therein shall not exceed 10% of the Company outstanding shares or interests in such person; (ii) engage, directly or indirectly, in any Competitive Activity or any activity otherwise prohibited by clause (ii) or clause (iii) of the second preceding sentence with respect to the products identified in Schedule 4.7(i); (iii) engage, directly or indirectly, in any Competitive Activity or any activity otherwise prohibited by clause (ii) or clause (iii) of the second preceding sentence with respect to Competitive Products for non-coronary applications; (iv) engage in any transaction whereby, directly or indirectly, it acquires (whether as a proprietorby merger, partner with anotherstock purchase, shareholder, agent purchase of assets or consultant of, employee of or lender to, anotherotherwise) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isbusiness, or reasonably may be expected to beany interest in any person or business, engaged, directly or indirectly, in competition with any Competitive Activity at the Company time of such acquisition; provided, that within one year of any such transaction, Seller or its affiliates, any confidential information the applicable subsidiary or trade secrets subsidiaries of Seller shall dispose of the Company, any subsidiary portion of the Company entity or any of their respective affiliates, division engaged in the contents of any customer lists Competitive Activity or cause such portion of the Company, any subsidiary of entity or division to cease the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliatesCompetitive Activity and, provided, howeverfurther, the foregoing shall not prevent Executive from responding to the request of a governmental agency pending such disposition or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee cessation of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalfCompetitive Activity, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.Seller puts into place

Covenant Not to Compete. (a) Executive hereby covenants acknowledges and recognizes the highly competitive nature of the business of Parent and Parent Bank and accordingly agrees that, during and for a the applicable period of eighteen (18set forth in Section 9(c) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated hereof, Executive shall not, except as otherwise permitted in writing by the Parent or its affiliates), Executive shall not and the Parent Bank: (i) be engaged or interested in any business which competesengaged, directly or indirectly, with the publicationeither for his own account or as agent, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietorconsultant, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietoremployee, partner, shareholderofficer, employee director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or consultant otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isfinancial services industry, or reasonably may be expected to be, (2) any other activity in competition with the Company which Parent or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company Parent Bank or any of their respective affiliatessubsidiaries are engaged during the Employment Period, in any county and contiguous county in which, at the contents date of any customer lists termination of the CompanyExecutive's employment, any subsidiary a branch location, office, loan production office, or trust or asset and wealth management office of the Company Parent, Parent Bank, Pocono or any of their respective affiliates or the general needs of the customers subsidiaries are located ("Non Competition Area"); (ii) provide financial or other contracting parties with assistance to any person, firm, corporation, or enterprise engaged in (1) the Companybanking (including bank holding company) or financial services industry, or (2) any subsidiary of the Company other activity in which Parent, Parent Bank, Pocono or any of their respective affiliatessubsidiaries are engaged during the Employment Period, providedin the Non Competition Area; (iii) directly or indirectly solicit persons or entities who were customers or referral sources of Parent, howeverParent Bank, Pocono or their subsidiaries, to become a customer or referral source of a person or entity other than Parent, Parent Bank or their subsidiaries; or (iv) directly or indirectly solicit employees of Parent, Parent Bank, Pocono or their subsidiaries who were employed within two (2) years of Executive's termination of employment to work for anyone other than Parent, Parent Bank or their subsidiaries. (b) It is expressly understood and agreed that, although Executive and Parent and Parent Bank consider the restrictions contained in Section 9(a) hereof reasonable for the purpose of preserving for Parent and Parent Bank and their subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 9(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the foregoing provisions of Section 9(a) hereof shall not prevent Executive from responding be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this Section 9 shall be applicable, commencing on the request date of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following this Agreement and ending on the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee third anniversary of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Effective Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants (a) Seller, for and on behalf of itself and its subsidiaries, agrees that, for a period of eighteen (18) months next following three years after the Determination Closing Date (or such shorter period for which or, with respect to the Company continues to be owned or operated Company's and the Subsidiary's Hall(R) Surgical large bone products being distributed under the Distribution Agreement, the longer of (i) three years after the Closing Date and (ii) two years after any termination of the Distribution Agreement by either party thereto, but in no event longer than five years after the Parent or its affiliatesClosing Date), Executive they shall not be engaged own, manage, operate, control or interested otherwise engage in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, Competitive Business; provided, however, that nothing herein shall be construed to prevent Seller or any of its Affiliates from any of the foregoing following: (A) acquiring any Person engaged in any Competitive Business (other than any Person primarily engaged in a Competitive Business) or any interest in any such Person and thereafter owning, managing, operating or controlling such Person or otherwise engaging in any business engaged in by such Person, (B) owning, managing, operating or controlling Zimmer or any of its subsidiaries or otherwise engaging in any business currently engaged in by Zimmer or any of its subsidiaries, other than the International Business and the Domestic Hall(R) Surgical Business, (C) engaging in transactions pursuant to the Manufacturing Agreement, the Transition Distribution and Services Agreement or the Distribution Agreement, (D) owning up to five percent (5%) of the voting equity securities or any non-voting equity or debt securities of any Person whose securities are publicly traded on a national securities exchange or in the over-the-counter market (it being understood, however, that this Agreement shall not prevent Executive from responding prohibit or in any way be deemed to be inconsistent with the ownership or exercise by Seller of the Warrant or the Warrant Shares (as defined in the Warrant)) or (E) manufacturing or selling the current MicroMill(R) branded products (capital equipment and related disposables), upgrades and improvements of MicroMill(R) branded products and any acetabular reamers. Notwithstanding anything to the request contrary contained herein, (i) to the extent that the Company discontinues manufacturing and selling any product being distributed under the Distribution Agreement that otherwise would be restricted hereunder, Seller and its subsidiaries shall no longer be restricted in any manner under this Agreement with respect to such product and (ii) to the extent that Seller and its subsidiaries are restricted under this Section 5.5(a) from engaging in any Competitive Business with respect to the Company's and the Subsidiary's Hall(R) Surgical large bone products at any time after the third anniversary of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Closing Date, Executive agrees not to offer employment to, not to discuss Seller and its subsidiaries shall only be so restricted from engaging in any such Competitive Business in the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (geographic areas in which Zimmer or any person who was an employee of its Affiliates are then distributing the Company Company's or the Subsidiary's Hall(R) surgical large bone products under the Distribution Agreement and shall not be restricted or in any way prohibited from engaging in any such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of Competitive Business in any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.other geographic areas after such third anniversary. EXHIBIT G

Covenant Not to Compete. Executive hereby covenants thatEmployee, as a result of this employment under this Agreement, will be responsible for the executive management and direction of substantial business resources and assets of the Company and will develop additional contacts and relationships with numerous individuals, executives, hospitals and healthcare companies. Such individuals and organizations will have business and contractual relationships with the Company that will be a valuable asset thereof. Employee therefore agrees, as follows: (a) For a period of eighteen six (186) months next following after the Determination Date (or such shorter period for end of the Term, Employee will not, in the states in which the Company continues Employee is providing services at the end of the Term, become employed by, own, operate, manage, or provide other such similar services to be owned any business that provides hospital emergency practice management or operated staffing services such as are provided by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with Company. (b) For a period of twelve (12) months after the publication, membership or retail businesses end of the Company or Term, Employee will not solicit any subsidiary of the Company (whether as a proprietorhospital, partner with anotherclinic, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living healthcare facility or other markets then served by the Company client having a contractual or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control business relationship with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any prospect or potential client to which a marketing proposal or presentation was made within six (6) months of their respective affiliatestermination, and of which Employee was aware, involving the contents provision of any customer lists hospital emergency department management services, which solicitation would be for the purpose of the Company, any subsidiary of the Company providing healthcare or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. healthcare related services. (c) For a period of one twelve (112) year months following the Determination Dateend of the Term, Executive agrees not to offer employment to, not to discuss the nature Employee will refrain from any activity of any prospective employment opportunities withnature intended or reasonably calculated to result in the termination or cancellation of any contractual or business arrangement between the Company, and not any insurer, client, facility or other business or entity. (d) Employee shall notify any entity or organization of which he is a director, significant shareholder (or other equity owner), manager, general partner, executive officer or as to which he is otherwise solicit any employee a controlling party or over whom he exerts significant influence (an "Affiliate") of the Company or provisions of Sections 7, 8 and 9 of this Agreement in the event that such subsidiary Affiliate encourages Employee to engage in any activity that would be prohibited for Employee personally under this Agreement. (or e) Nothing in this Agreement shall prevent Employee from making passive investments in third parties so long as such investments do not require Employee to perform any person who was an employee services prohibited by any of the Company or provisions of this Section in connection with any such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedinvestments in such third parties.

Covenant Not to Compete. Executive hereby covenants that, At any time during the Employee’s employment with the Company or its Subsidiaries and for a period of eighteen (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competesthereafter, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether : i) Act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner with another, shareholder, agent or consultant of, employee in any of or lender to, another) the following mattress manufacturing companies in the recreational vehicleUnited States or their mattress manufacturing, campingwholesaling or retailing operations or affiliates: Xxxxxxx, outdoor living or other markets then served by the Company or such subsidiarySerta, except as a proprietorSpring Air, partnerKingsdown, shareholder, employee or consultant in or to the Company Select Comfort and Tempur-Pedic or any entity controlled by, controlling of their successors or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company mattress manufacturing company or its affiliatesmattress manufacturing, any confidential information wholesaling or trade secrets retailing affiliate which represents 10% or more of the Companymattress market in the United States, ii) Directly or indirectly solicit, any subsidiary induce or attempt to induce customers, clients, suppliers or vendors of the Company or any of its Subsidiaries to: (1) terminate their respective affiliatesrelationship with the Company or any of its Subsidiaries, the contents of (2) compete with any customer lists of the Company, any subsidiary business of the Company or any of their respective affiliates its Subsidiaries, or the general needs of the customers or other contracting parties (3) otherwise interfere with the Company, any subsidiary of relationship between the Company or any of their respective affiliatesits Subsidiaries and any such customer, providedclient, howeversupplier or vendor. iii) Solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve months immediately preceding the termination of the Employee’s employment with the Company and its Subsidiaries. If the Employee is bound by any other agreement with the Company regarding the use or disclosure of confidential information, the foregoing provisions of this Agreement shall not prevent Executive from responding be read in such a way as to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, further restrict and not to permit any more extensive use or disclosure of confidential information. Notwithstanding the foregoing, if at any time a court holds that the restrictions stated above are unreasonable or otherwise solicit unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Employee’s services are unique and because the Employee shall have had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any employee breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or such subsidiary its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedother security).

Covenant Not to Compete. Executive hereby As a material inducement for Buyer to enter into this Agreement, Xxxxxxx Xxxxxxxx covenants that, and agrees that for a period of eighteen three (183) months next years following the Determination Date Effective Time (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates"Non-Competition Period"), Executive he shall not be engaged or interested in any business which competesnot, directly or indirectlyindirectly own, with manage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of any person, firm, corporation, partnership or other entity which involves digital marketing services (excluding media buying and data services) for non-political customers and non-political campaigns (the publication"Competitive Business") anywhere in the world (collectively, membership the "Territory"); or retail businesses hire any employee or former employee of Buyer, the Surviving Company, or Parscale to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer's, the Surviving Company's or Parscale's employment at least twelve (12) months prior to the hiring. Xxxxxxx Xxxxxxxx may hire a former employee within (12) months of former employees’ employment upon written consent of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive Xxxxxxx Xxxxxxxx further covenants and agrees that during the Non-Competition Period, he will not at directly or indirectly solicit or agree to service for his benefit or the benefit of any time disclose to third-party, any person or other entity who or which isof Parscale’s, Buyer's, or reasonably may be expected to bethe Surviving Company's customers. Notwithstanding the foregoing, nothing in competition with this Section 2.1 shall prohibit him from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is not involved in the Competitive Business, as long as such activities do not affect any responsibilities of employment or consultation at the Company or its affiliatessubsidiaries, any confidential information or trade secrets including the Surviving Company. The Parties agree that Xxxxxxx Xxxxxxxx can continue to provide Facebook marketing and data services to non-political customers and digital marketing services to political clients and for political related campaigns, anywhere in the world. Xxxxxxx Xxxxxxxx acknowledges and agrees that Buyer will expend substantial time, talent, effort and money in marketing, promoting, managing, selling and otherwise exploiting the businesses Buyer and the Surviving Company operate, in part by virtue of Buyer's acquisition of Parscale pursuant to this Agreement, that the Parscale Shareholder is the only shareholder of Parscale, that he is receiving a substantial benefit from the transactions contemplated hereunder and that the benefit received by Buyer and the Parscale Shareholder in agreeing to be bound by this Section 2.1 are a material part of the Companyconsideration for the transactions contemplated by this Agreement. The Parties recognize that this Section 2,1 contains conditions, any subsidiary covenants, and time limitations that are reasonably required for the protection of the Company or any of their respective affiliates, the contents of any customer lists business of the CompanySurviving Company and Buyer. If any limitation, any subsidiary covenant or condition shall be deemed to be unreasonable and unenforceable by a court or arbitrator of competent jurisdiction, then this Section 2.1 shall thereupon be deemed to be amended to provide modification of such limitation, covenant and/or condition to such extent as the Company court or any arbitrator (as applicable) shall find to be reasonable and such modification shall not affect the remainder of their respective affiliates or this Agreement. The Parscale Shareholder acknowledges that, in the general needs event the Parscale Shareholder breaches this Agreement, money damages will not be adequate to compensate Buyer for the loss occasioned by such breach. The Parscale Shareholder therefore consents, in the event of such a breach, to the customers granting of injunctive or other contracting parties with equitable relief against the Company, Parscale Shareholder by any subsidiary court of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding competent jurisdiction. Notwithstanding anything to the request of contrary herein, Xxxxxxx Xxxxxxxx may compete with Buyer if the work contracted by Xxxxxxx Xxxxxxxx is subsequently sub-contracted at a governmental agency market rate to Buyer or pursuant to a court order or as otherwise required subsidiary company owned by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedBuyer.

Covenant Not to Compete. Executive hereby covenants that, agrees that during his employment at Xxxxxx and for a 12-month period after the date of eighteen Termination, he will not (18except on behalf of or with the prior written consent of Xxxxxx, which consent may be withheld in Xxxxxx’x sole discretion): (a) months next following provide services of a leadership, management, executive, operational, or advisory capacity and/or participate in the Determination Date ownership of or provide financial backing to an automotive dealership that is located within a fifty-mile radius of any address set forth on Exhibit A (the “Area”); (b) provide senior/corporate level leadership, executive, operational, or such shorter period advisory services to any corporate competitor of Xxxxxx who owns or operates one or more automotive dealerships within the Area; and (c) provide services of a leadership, management, executive, operational, or advisory capacity for which anyone or any business whose focus is buying, conglomerating, or otherwise acquiring one or more automotive dealerships that are located within the Company continues to be owned or operated by the Parent or its affiliates)Area. For purposes of this Section 5, Executive shall not be engaged or interested in any acknowledges and agrees that Xxxxxx conducts business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by Area and that the Company or such subsidiary, except as Area is a proprietor, partner, shareholder, employee or consultant in or reasonable geographic limitation. Notwithstanding anything to the Company or any entity controlled bycontrary contained in this Agreement, controlling or under common control with the Company, provided Xxxxxx hereby agrees that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply be deemed breached as a result of the passive ownership by Executive of: (without affecting the obligations hereinafter contained i) less than an aggregate of 5% of any class of stock of a business that competes with Xxxxxx; or (ii) less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with Xxxxxx. The Company further agrees that nothing in this section 3.1 Section 5 prohibits Executive from accepting employment from, and performing services for, businesses engaged in respect the finance industry, and businesses engaged in the manufacturing and/or sale of disclosures automobile parts or solicitations by Executive) unless the provision of automotive service, provided such businesses do not also engage in the retail of automobiles within the Area. By way of example, nothing in this Section 5 would prohibit Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isfrom working with such businesses as American General Finance, NAPA Auto Parts, or reasonably may be expected to be, in competition Goodyear. Upon Executive’s Termination of employment with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination DateXxxxxx, Executive agrees not to offer re-confirm his commitment to the post-employment torestrictive covenants in this Agreement. Executive further agrees that as part of that re-confirmation, not the term “Area” and Exhibit A hereto may be amended by Xxxxxx, but only to discuss the nature extent necessary to list the addresses of Xxxxxx’x headquarters and any prospective employment opportunities with, and not to otherwise solicit any employee automotive dealerships that Xxxxxx owns and/or operates as of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Termination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby (a) The P.A. covenants that, and agrees that during the term of this Agreement and for a period of eighteen twenty-four (1824) months next following the Determination Date expiration or other termination of this Agreement (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliatesany renewal thereof), Executive shall not be engaged neither it nor any of its employees or interested shareholders shall: (i) engage in any business which competesthe practice of radiation oncology or engage in the ownership, directly operation or indirectly, with the publication, membership management of a radiation oncology practice or retail businesses facility (a “Competing Business”) within 25 miles of the Company or any subsidiary of Cancer Center (the Company “Service Area”); (ii) whether as a proprietorowner, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorstockholder, partner, shareholdermember, employee director or consultant in any Competing Business in the Service Area; (iii) for its or their own account or the account of others, induce any patient of the Cancer Center to patronize any Competing Business; (iv) canvass or solicit any business relationship from any patients of the Company Cancer Center; (v) directly or indirectly request or advise any entity controlled bypatients of the Cancer Center to withdraw, controlling curtail, or under common control cancel such patient’s business with the CompanyCancer Center; or (vi) urge, induce, entice or in any manner whatsoever solicit the employees of BRT to leave BRT’s employ or engage (or cause a third party to engage any individual who was an employee of BRT within the twelve month (12) period preceding the termination of this Agreement; provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive be deemed to prohibit or restrict the P.A., its shareholders or employees from responding providing services where currently under agreement to do so with Peninsula Regional Medical Center in Salisbury, Maryland and Naticoke Health Services in Seaford, Delaware. (a) BRT shall also be entitled to an injunction restraining the request P.A. from violating the terms of the restrictive covenant set forth herein (without the necessity of securing a governmental agency bond) and any other legal or pursuant to equitable remedies available for such breach or threatened breach. (b) If the P.A. violates this restrictive covenant and BRT brings legal action for injunctive or other relief, BRT shall not, as a court order or as otherwise required by law. For a result of the time involved in obtaining the relief, be deprived of the benefit of the full period of one (1) year following the Determination Daterestrictive covenant. Accordingly, Executive agrees not the restrictive covenant shall be deemed to offer employment tohave the duration specified herein, not computed from the date the relief is granted, but reduced by the time between the period when the restriction began to discuss run and the nature date of any prospective employment opportunities with, and not to otherwise solicit any employee your first violation of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedcovenant.

Covenant Not to Compete. (a) I understand that Parent is engaged worldwide in the development, production and commercialization of drug delivery and other products based on platform technologies. As of the Effective Time, I agree that I will not, during my employment with Parent, render (as a provider of services, consultant or otherwise) any services related to the business of Parent to anyone other than Parent. (b) In the event of: (i) the termination of my employment with Parent (other than termination by reason of death or Disability) by me for any reason (whether voluntary on my part, or involuntary) other than Good Cause; or (ii) the termination of my employment with Parent (other than termination by reason of death or Disability) by Parent for Cause, I agree that for a period of twelve (12) months from the date of such termination, I will neither: (i) engage directly for myself, or in conjunction with or on behalf of any person or entity, or otherwise own, manage, operate, control, acquire, hold any interest in, or participate in the ownership, management, operation or control of any person or entity engaged in the development, production or commercialization of systems for the delivery of therapeutic drugs to the tissues in the posterior segment of the eye (the "REAR-OCULAR DRUG DELIVERY BUSINESS"), nor (ii) work for or become employed by or associated with (in any capacity, including without limitation officer, director, employee, partner, stockholder, owner, member, proprietor, consultant, investor, salesperson, co-owner, trustee, promoter, technician, engineer, analyst, agent, representative, distributor, supplier, lender, advisor or manager) any person or entity that is engaged in the Rear-Ocular Drug Delivery Business (the activities set forth in (i) and (ii) (as modified by the following paragraph) are collectively referred to as the "RESTRICTED ACTIVITIES"). Notwithstanding the foregoing, Parent accepts that nothing in this Section 3(b) shall prevent Executive hereby covenants from and after the date six (6) months after termination of Executive's employment from engaging in activities predominantly academic (and not commercial) in nature, including without limitation teaching, lecturing, writing and publishing articles or engaging in research; provided that (I) unless approved by Parent in writing or otherwise described below, Executive receives no compensation (including without limitation salary, benefits, bonus, profit sharing, dividends, commissions, gifts, gratuities, or any other payments, whether in cash or otherwise, present or future) whatsoever for such activities, other than reimbursement of expenses, for any period in which he is receiving severance payments from the Parent under this Agreement, his employment agreement with Parent or any other agreement between Executive and Parent, except where the payment of compensation is required by the academic institution and Executive agrees in writing to donate the full amount of such compensation to a registered charitable organization; and (II) in the course of engaging in such activities Executive does not breach his obligations under this Agreement, including without limitation any obligations under Sections 4 and 5 herein. Within six (6) months after the termination of my employment for the reasons set forth above, Parent may at its sole discretion extend my obligations under this Section 3(b) for an additional twelve-month period; provided that in such a case Parent will pay me an amount equal to my annual base salary as of the date of termination, to be paid in equal monthly installments over such additional twelve-month period. (c) In the event of the termination of my employment with Parent (other than termination by reason of death or Disability) (x) by me for Good Cause, or (y) by Parent for any reason other than for Cause, I agree that, at Parent's option, exercisable by written notice given: (i) not less than 30 days after Parent receives notice of such termination by me hereunder; and/or (ii) at the time of such termination by Parent hereunder; and/or (iii) with respect to a follow-on notice to Executive, no later than six months after the termination of my employment with Parent hereunder, for a period of eighteen up to twenty-four (1824) months next from the date of such termination, as specified in Parent's notice or notices, I will not engage in any Restricted Activities; provided that in such case Parent will pay me an amount equal to 1/24th of $800,000 for each month in the period specified, which amount may be offset against any severance or other payments owed to me in connection with the termination of my employment as described in this Section 3(c). I understand that any payments made to me pursuant to the preceding sentence are made in consideration of my not engaging in any Restricted Activities or otherwise violating the terms of this Agreement, and that, in addition to any other rights or remedies available to Parent at law or in equity, Parent shall have the right to terminate such payments if, and only if, I engage in Restricted Activities during the specified period or otherwise violate the terms of this Agreement and such conduct continues following the Determination Date (or such shorter period for which my receipt of written notice from the Company continues that describes the basis for the Company's contention that I have engaged in Restricted Activities or otherwise violated the terms of this Agreement. I understand that the Company may provide more than one written notice to be owned extend the noncompete period under this Section 3(c), provided that such notices are sent within the six (6) month period after the termination of my employment. (d) My obligations under this Section 3 shall extend to all geographical areas of the world in which Parent, or operated any of its related companies, is offering its services, either directly or indirectly, through licenses or otherwise, during the time period specified in this Section 3. (e) I further agree that while I remain employed by Parent and for the duration of any period during which I am prohibited from engaging in the Restricted Activities pursuant to this Section 3, I will not, on behalf of myself or any other person or entity, (i) compete for, or engage in the solicitation of, or attempt to divert or take away from the Company, Parent or its any of their affiliates), Executive any customer of the Company, Parent or any of their affiliates who has done business with the Company, Parent or any of their affiliates, as the case may be, during the period of my employment by Parent; (ii) compete for, solicit or attempt to divert or take away from the Company, Parent or any of their affiliates, any prospective customer that has within the twelve (12) month period prior to such termination, expressed an interest in doing business with the Company, Parent or any of their affiliates and about which I learned during my employment with Parent; or (iii) hire or engage or attempt to hire or engage any individual, or attempt to induce an individual to terminate their employment or other service arrangement, who was an employee of or other service provider to the Company, Parent or any of their affiliates at any time during the twelve (12) month period prior to my termination from employment. (f) Further, while I remain employed by Parent and for the duration of any period during which I am prohibited from engaging in the Restricted Activities pursuant to this Section 3, I shall not be engaged or interested in any business which competesnot, directly or indirectly, with make or cause to be made to any Person any disparaging, derogatory or other negative statement about the publicationCompany, membership Parent or retail businesses any of their affiliates, including their businesses, products, services, policies, practices, operations, employees, sales representatives, agents, officers, members, managers or directors. Similarly, during the period set forth in the preceding sentence, Parent shall not and shall not authorize or encourage any members of its Board of Directors or employees to directly or indirectly, make or cause to be made to any person any disparaging, derogatory or other negative statement about Executive, including the performance of his duties on behalf of the Company or any subsidiary of the Company circumstances surrounding his separation from employment. (whether as a proprietorg) I REPRESENT AND WARRANT THAT THE KNOWLEDGE, partner with anotherSKILLS AND ABILITIES I POSSESS ARE SUFFICIENT TO PERMIT ME, shareholderIN THE EVENT OF TERMINATION OF MY EMPLOYMENT WITH PARENT FOR ANY REASON, agent or consultant ofTO EARN, employee of or lender toFOR A PERIOD OF UP TO TWENTY-FOUR (24) MONTHS FROM SUCH TERMINATION, another) in the recreational vehicleA LIVELIHOOD SATISFACTORY TO ME WITHOUT VIOLATING ANY PROVISION OF SECTION 3 HEREOF, campingFOR EXAMPLE BY USING SUCH KNOWLEDGE, outdoor living or other markets then served by the Company or such subsidiarySKILLS AND ABILITIES, except as a proprietorOR SOME OF THEM, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedIN THE SERVICE OF A PERSON OR ENTITY WHO OR WHICH DOES NOT COMPETE WITH PARENT AS DESCRIBED HEREIN.

Covenant Not to Compete. Executive Consultant hereby agrees, covenants thatand warrants, for a period of eighteen twelve (1812) months next following from the Determination Date (expiration of the term of this Agreement or such shorter period for which termination, that he shall not, within any market, area or territory served by the Company continues to be owned or operated by the Parent surviving entity of such Company's present offices or its affiliates), Executive shall not be engaged or interested in any business which competesthose it may hereafter open, directly or indirectly, solicit, contract, contact or consult with any of the publication, membership customers or retail businesses accounts of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) those known to be in the recreational vehicle, camping, outdoor living or other markets then served pursuit by the Company at the time of Consultant's termination or such subsidiarybecome the Consultant of, except as a proprietoror otherwise render services to, partner, shareholder, employee any enterprise which competes directly or consultant in or to the Company or any entity controlled by, controlling or under common control indirectly with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures customers or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary accounts of the Company or any those known to be in pursuit by the Company at the time of their respective affiliatesConsultants' termination. Consultant further agrees that such limitations as to the period of time, geographic area and types and scopes of restriction on his activities specified herein are reasonable and necessary for the contents protection of any customer lists the goodwill and other business interests of the Company. However, should either the time period or the geographic area provided herein be deemed invalid or unenforceable in any respect, then Consultant recognizes and agrees that a modification may be made to such time period or geographic area to protect the Company with respect to the purpose of this covenant not to compete. Consultant recognizes and agrees that any violation of any of the provisions contained herein will cause such damage or injury to the Company as would be irreparable and continuing and that the exact amount of such damage might be difficult or impossible to ascertain and that, for such reason, among others, the Company shall be entitled, as a matter of course, to recover from Consultant an amount equal to five percent (5%) of the gross xxxxxxxx of the Company's former client, as billed by the Consultant, his new employer, or any other person or entity wrongfully acquiring the Company's client, and also the Company shall be entitled to an injunction from any court of competent jurisdiction restraining any further violation of this covenant not to compete. Such right to any injunction shall be in addition to, and not in limitation of, any subsidiary of other rights and remedies the Company or may have against Consultant, including the right to recover damages for any breach of their respective affiliates or the general needs of the customers this covenant or other contracting parties with provisions of this Agreement. Should it become necessary for the Company to enforce the terms of this Agreement through injunctive or other proceedings, Consultant hereby waives any and all claims, counterclaims or other causes of action assertable by them against the Company, any subsidiary of the Company or any of their respective affiliatesincluding, provided, however, the foregoing shall but not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment limited to, not to discuss claims that this Agreement violates the nature of any prospective employment opportunities with, Texas Free Enterprise and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedAntitrust Act.

Covenant Not to Compete. (a) Executive hereby covenants that, for a period of eighteen (18) months next following recognizes that the Determination Date (or such shorter period for which the Company continues services to be owned or operated performed by her hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the Parent or its affiliates)protection of Company that Executive agree, and accordingly, Executive does hereby agree, that she shall not be engaged or interested in any business which competesnot, directly or indirectly, at any time during the term of the Agreement and the "Restricted Period" (as defined in Section 9(e) below): (i) except as provided in Subsection (d) below, be engaged in the sale, marketing or distribution of footwear products or provide technical assistance, advice or counseling regarding the footwear industry in any state in the United States in which the Company or any affiliate thereof transacts business, either on 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 which directly or indirectly competes with the publicationCompany; or (ii) employ or engage, membership or retail businesses cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of herself or any third party, any employee or agent of Company or any affiliate (b) Executive hereby agrees that she will not, directly or indirectly, for or on behalf of herself or any third party, at any time during the term of the Agreement and during the Restricted Period solicit any customers of the Company or any subsidiary affiliate thereof. (c) If any of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter restrictions contained in this section 3.1 in respect Section 9 shall be deemed to be unenforceable by reason of disclosures the extent, duration or solicitations by Executive) unless geographical scope thereof, or otherwise, then the Executive court making such determination shall have been paid severance pursuant the right to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person reduce such extent, duration, geographical scope, or other entity who 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 Executive from owning, directly or which is, or reasonably may be expected to beindirectly, in competition with the Company aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any company whose voting capital stock is traded on a national securities exchange or its affiliates, any confidential information or trade secrets on the over-the-counter market other than securities of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive To further ensure that SurModics receives the expected benefits of acquiring the Shares, each of the Key Employees hereby covenants agrees that, during the Non-Compete Period, except for a period of eighteen (18the covenants and restrictions contained in SECTION 7.5(d) months next following the Determination Date (or such shorter period for hereof which the Company continues to be owned or operated by the Parent or its affiliates)will last indefinitely, Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses each of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he Key Employees will not at any time disclose to directly or indirectly: (a) own, operate, invest in, lend money to, consult with, render services to, act as agent for, acquire or hold any person interest in (i) any business of any nature that competes with any business owned or operated by NorMedix as of the Closing Date or (ii) any corporation, partnership, association or other entity who of any nature that owns, operates or which ishas an interest in any business described in the immediately preceding clause (i) (except that nothing herein will prohibit any Seller from owning not more than one percent of the outstanding shares of any class of stock of a corporation if such class of stock is regularly traded on a recognized national securities exchange); (b) solicit, request, advise or reasonably may be expected induce any present or potential customer, supplier or other business contact of NorMedix to becancel, curtail or otherwise adversely change its relationship with NorMedix; (c) criticize or disparage in any manner or by any means (whether written or oral, express or implied) NorMedix or any aspect of NorMedix’s management, policies, operations, products, services, practices or personnel; (d) use any name to promote a separate business that includes (i) the words “NorMedix” or “GMedix” or any confusingly similar combination or variation of either, in competition any geographical area or (ii) any other name that implies a connection or affiliation with the Company NorMedix; or (e) employ or its affiliates, attempt to employ any confidential information person who is now or trade secrets later becomes an officer or employee of the Company, NorMedix or otherwise interfere with or disrupt any subsidiary employment relationship (contractual or other) of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, NorMedix; provided, however, that the foregoing shall not prevent Executive prohibit a Seller or any of its Affiliates or Subsidiaries from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of hiring any prospective employment opportunities with, and not to otherwise solicit any former employee of the Company NorMedix whose employment with SurModics or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedNorMedix has been involuntarily terminated.

Covenant Not to Compete. Executive hereby covenants thatWithout the prior written consent of Parent, for a period of eighteen no Management Stockholder shall, and each Management Stockholder (18other than the WCAS Parties) months next following shall cause its affiliates not to, during the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competesRestricted Term, directly or indirectly, with for the publicationbenefit of such Management Stockholder or for any other person or entity, membership own or retail businesses of the Company hold equity in, or any subsidiary of the Company engage or otherwise be employed (whether as a proprietorowner, partner with anotherinvestor, shareholdercreditor, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorconsultant, partner, shareholder, director, financial backer, agent, employee or consultant otherwise) in developing, owning, operating, marketing or selling practice management services to the Company or any entity controlled byfor, controlling or under common control with the Company(i) Sheridan Healthcare Inc., provided that if the employment of Executive is terminated by the Company without CauseTeam Health Inc., the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isPaidos Health Management Services Inc., or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, (ii) any person (as defined in Section 8.3 of the contents Merger Agreement) whose primary business is providing practice management services for neonatologists and/or perinatologists within the United States (a "Primary Competitor"), or (iii) any person not specified in preceding clause (i) or (ii) that, together with its affiliates, employees or otherwise has under contract 25 or more neonatologists or perinatologists within the United States (an "Indirect Competitor"). Notwithstanding the foregoing, (x) each Management Stockholder (individually or collectively with family members and affiliates) may own up to an aggregate of 5% of any customer lists class of securities of any publicly traded company that is a Primary Competitor or an Indirect Competitor (so long as such Management Stockholder does not otherwise participate in the Company, any subsidiary activities of such company) and (y) the Company WCAS Parties or any of their respective affiliates may purchase or otherwise acquire any Indirect Competitor, a portion of whose business is (or if separately organized, would be) a Primary Competitor, if, within six months after such purchase or acquisition, such Primary Competitor is disposed of so as to bring such WCAS Party and such affiliate into compliance with the preceding sentence and, in connection with such disposition, such WCAS Party or such affiliate, grants to Parent a right of first refusal on customary terms with respect to such disposition and sells such Primary Competitor to Parent if Parent exercises such right. In light of the substantial consideration provided to each of the Management Stockholders in connection with the transactions contemplated by this Agreement and the Merger Agreement, each of the Management Stockholders hereby specifically acknowledges and agrees that the provisions of this Section 10 (including, without limitation, its time and geographic limits), as well as the provisions of Sections 9 and 11, are reasonable and appropriate, and that no Management Stockholder will claim to the contrary in any action brought by Parent or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or to enforce any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedprovisions.

Covenant Not to Compete. Executive hereby covenants that(a) In consideration of the payment to be made to Employee pursuant to Sections 3(a)(ii) and (iii) of the Change in Control Agreement, for a period commencing on the Termination Event and terminating on the [ ( )] month anniversary thereof, Employee shall refrain from providing any form of eighteen (18) months next following consulting, employment or assistance to the Determination Date entities or persons set forth on Schedule 1 to this Agreement (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliatestheir successors)(“MetroPCS Competitors”), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, ; provided, however, that Employee may consult with, or provide services or assistance to, an entity or person set forth on Schedule 1 to this Agreement (or their successors) other than as an employee, officer, or director of such entity or person so long as such services or assistance does not involve, and will not result in, the foregoing use or disclosure of Confidential Information. (b) If Employee materially breaches Section 5(a), the parties agree that it would be difficult to calculate the damages associated with such breach. Accordingly, if Employee materially breaches Section 5(a), as liquidated damages and not as a penalty and as Company’s sole and exclusive damages for such breach, (i) Employee shall not prevent Executive from responding promptly pay to the request Company (or its successor) an amount equal to the Severance Payment Employee has received at the time of a governmental agency or Employee’s breach, multiplied by the fraction (x/y), where (x) shall mean the difference between [ ( )] and the number of full months between the event of Employee’s breach and the Termination Event, and where (y) shall equal [ ( )] (the “Recoupment Payment”), and (ii) the Company shall be entitled to cease providing the benefits provided to the Employee by the Company pursuant to a court order or as otherwise required by lawSection 3(a)(iii) of the Change in Control Agreement. For a period To illustrate the potential calculation of one this Section 5(b), if the Severance Payment received was $100,000, and Employee breaches the covenant in Section 5(a) six (16) year full months following the Determination DateTermination Event, Executive agrees not to offer employment to, not to discuss Employee shall promptly pay the nature of any prospective employment opportunities with, and not to otherwise solicit any employee Company $ ($100,000 multiplied by (([ ]-6)/[ ])). Upon the Employee’s payment of the Recoupment Payment, the Employee shall have no further obligations or liabilities under this Section 5. (c) Employee may terminate his obligations under Section 5(a) at any time upon prior written notice to the Company or such subsidiary (or any person who was and payment of an employee amount equal to the Recoupment Payment, calculated as of the effective date of such written notice. If Employee intentionally terminates his obligations under Section 5(a), the Company or such subsidiary within one hundred eighty (180shall be entitled to immediately cease providing the benefits provided to Employee by the Company pursuant to Section 3(a)(iii) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedChange in Control Agreement.

Covenant Not to Compete. Executive hereby covenants that(a) Except as provided in Section 7.4(b) below, for a period of eighteen five (185) months next following years from and after the Determination Date Closing Date, each of the Sellers agrees that, he or she will not (i) directly or such shorter period indirectly, engage in, manage, operate, control, conduct, consult for which or be employed in a management capacity by, provide services to or invest in any business or venture in competition (as of the Company continues to be owned Closing Date) with the Practices, the Corporations, PSC, PSC Management, Parent, or operated by either NewCo in his or her Restricted Territory (as defined below); provided however, that ownership of less than 1% of the Parent or its affiliates), Executive outstanding stock of any publicly traded corporation shall not be engaged deemed to violate this clause, (ii) within his or interested in any business which competesher Restricted Territory, directly or indirectly, solicit or attempt to solicit any customer or client of PSC, PSC Management, Parent or patient of either NewCo other than in the course of a Seller's performance of services and duties for the applicable NewCo as a physician-shareholder thereof; or (iii) solicit or employ or attempt to solicit or hire away or employ any employee of PSC, PSC Management, Parent, any Corporation or NewCo. Notwithstanding the foregoing, general advertising by a Seller in newspapers, magazines, radio, television or similar media that is not directly targeted at patients, customers or employees of any Corporation, NewCo, Practice, PSC, PSC Management or Parent shall not, by itself, be deemed a violation of this Section 7.4(a). If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section is invalid or unenforceable, the Sellers and PSC agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area, 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 publication, membership or retail businesses intention of the Company invalid or any subsidiary unenforceable term or provision, and this Agreement shall be enforceable as so modified. As used herein, the "Restricted Territory" for each of the Company Sellers is set forth in Exhibit 7.4. The parties agree that the restraints set forth above in this Section 7.4(a) and Exhibit 7.4 are reasonable in respect to subject matter, length of time and geographic area. Each of the Sellers agrees that the restrictions on their activities contained in this Section are reasonable and necessary to protect the goodwill and relationships, economic advantage and other legitimate interests of PSC, PSC Management, Parent and each NewCo, and that, were it, he or she to breach any of the covenants contained in this Section 7.4(a), PSC, PSC Management, Parent and each NewCo would be harmed and the damage to PSC, PSC Management, Parent and each NewCo would be irreparable. Accordingly, Sellers acknowledge and agree that, as PSC's, PSC Management's, Parent's and each NewCo's and Corporation's legal remedies would be inadequate in the event of a breach of the covenants in this Section 7.4(a), in addition to damages and other remedies available, such covenants may be enforced by injunction or other equitable remedies. (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, anotherb) Parent and PSC agree that the Sellers who are partners in the New York NewCo shall be released from the restrictive covenants set forth in Section 7.4(a) in the recreational vehicle, camping, outdoor living or other markets then served event of termination of the New York MSA by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or New York NewCo due to the Company or any entity controlled byoccurrence of a "Manager Event of Default" thereunder (as such term is defined therein), controlling or under common control with and Parent and PSC agree that CEA Seller shall be released from the Company, provided that if restrictive covenants set forth in Section 7.4(a) in the employment event of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets termination of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding New Jersey MSA by New Jersey NewCo due to the request occurrence of a governmental agency or pursuant to a court order or "Manager Event of Default" thereunder (as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive term is acting as a consultant or with which the Executive is then otherwise affiliateddefined therein).

Covenant Not to Compete. Executive hereby covenants thatThe Corporation and the Consultant acknowledge and agree that as a former executive officer of the Trust, the Consultant has knowledge and experience in the business of the Trust and that the limitations on the Consultant’s activities and the payments described in this Section 7 are reasonable and appropriate. The Consultant shall not, either during the Term or during the period of two years from the time the Consultant’s services under this Agreement are terminated for any reason, engage in any business activities on behalf of any enterprise which competes with the Corporation in the business of the passive ownership of senior housing or health care facilities, or passive investing in or lending to senior housing or health care-related enterprises, including, without limitation, medical office buildings, hospitals of any kind, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, active adult projects or any similar types of facilities or projects. The Consultant will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, trustee, consultant, agent, partner, proprietor or other participant; provided that the ownership of no more than 2% of the stock of a publicly traded entity engaged in a competitive business shall not be deemed to be engaging in competitive business activities. The Consultant shall not, for a period of eighteen two years from the time his services under this Agreement cease (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliateswhatever reason), Executive shall not be engaged solicit any employee or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses full-time consultant of the Company Corporation for the purposes of hiring or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or retaining such subsidiary, except as a proprietor, partner, shareholder, employee or consultant other than Dxxxxx X. Xxxxxx, in or to his capacity as an attorney. Notwithstanding the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Causeforegoing, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures Consultant may solicit, hire or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not retain either Dxxxxx X. Xxxxxx or Pxxxx Xxxxxx at any time disclose after they cease to any person or other entity who or which isbe employed by the Corporation. In consideration for compliance with this covenant, or reasonably may be expected to be, in competition the Consultant will receive a payment of $37,500 each quarter with the Company or its affiliatesfirst quarterly payment commencing on the date the Consultant’s services are terminated under this Agreement for any reason, any confidential information or trade secrets including expiration of the CompanyTerm or disability (but not death) and continuing for seven consecutive quarters thereafter, for a total of eight consecutive quarterly payments. Notwithstanding the provisions of any subsidiary of other agreement between the Company Consultant and the Trust, the LP or any of their respective affiliates, including but not limited to Sections 7 and 8 of the contents Employment Agreement dated February 21, 2005 between the Consultant and the Trust and the LP, the parties agree that the provisions of any customer lists such other agreement that purport to restrict the business, employment or investment activities of the Company, any subsidiary Consultant or impose confidentiality obligations on the Consultant shall be null and void and of no further force and effect as of the Company Effective Time and thereafter the provisions of Section 6 and this Section 7 shall be the sole provisions relating to restriction on the 4 business, employment or business, the Trust, the LP activities or confidentiality obligations binding upon the Consultant or enforceable by the Corporation or any of their respective affiliates subsidiaries or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants (a) Employee recognizes and agrees that Employee possesses certain skills and expertise that, if used in competition with Employer or the Business, would be harmful and detrimental to the interests of Employer. Accordingly, Employee shall not for any reason compete with Employer or any affiliate of Employer or the Business, during the term of this Agreement or for a period of eighteen (18) months next 5 years immediately following the Determination Date expiration or termination of this Agreement for any reason (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliatesno reason), Executive shall not be engaged whether by Employer or interested Employee, or otherwise (the "Post-Employment Period"), by directly or indirectly taking any of the following actions in any capacity whatsoever: owning, managing, operating, joining, or controlling (or participating in the ownership, management, operation, or control of) any corporation, association, partnership, limited liability company, sole proprietorship, or other business which competes, directly entity or indirectly, with enterprise that engages in market research and marketing programs (including but not limited to commercial marketing programs and governmental and non- profit fundraising programs) designed to identify and target high net worth individuals similar to the publication, membership or retail businesses of the Company Business conducted by Employer or any subsidiary other business conducted by any affiliate of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isEmployer, or reasonably may be expected to beserving as an employee, consultant, agent, or representative of any such entity or enterprise, within any geographical area in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company which Employer or any of their respective affiliatesits affiliates conducts business. (b) Employee acknowledges that the restrictions stated herein are reasonable and necessary to protect the business interests of Employer. Nonetheless, Employee agrees that, in the contents event that a court of any customer lists competent jurisdiction determines that the geographical area, scope of activity, or time period restrictions stated herein exceed whatever standards the Companycourt deems enforceable, any subsidiary then such restrictions may be reformed by such court and be applicable for such lesser geographical area, scope of activity, or time period as the Company or any of their respective affiliates or the general needs of the customers or other contracting court deems enforceable. The parties agree to be bound by such judicial modification with the Company, any subsidiary of same force and effect as if such modification were contained in the Company or any of their respective affiliates, covenants in the first instance; provided, however, that a party may appeal the foregoing shall not prevent Executive from responding court's ruling on any issue to the request of a governmental agency appropriate appellate court or pursuant to a court order or as otherwise required by lawcourts. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedEmployee HEREBY EXPRESSLY WAIVES ALL CLAIMS AND DEFENSES THAT WOULD PREVENT OR RESTRICT A COURT FROM MODIFYING THE RESTRICTIONS AS SET FORTH HEREIN.

Covenant Not to Compete. Executive hereby covenants that, for (a) For a period of eighteen three (183) months next following years from and after the Determination Closing Date neither Seller nor Shareholder, nor any corporation, partnership or other business entity or person controlling, controlled by or under common control with any of the foregoing (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes"Restricted Party") shall, directly or indirectly, with the publicationoperate, membership mange, own, control, finance or retail businesses of the Company provide financing for, be a consultant for or enter into a service contract with, any subsidiary of the Company (whether as a proprietornursing home, partner with another, shareholder, agent hospital or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living licensed health care facility or other markets then served by the Company entity of any type, licensed or such subsidiaryunlicensed, except as a proprietor, partner, shareholder, employee or consultant in existing or to the Company be constructed and that provides comprehensive outpatient rehabilitation services, or any entity controlled by, controlling existing or under common control to be formed that competes in any way with the CompanyFacility, provided that if located within St. Johnx Xxxnty, Florida. (b) From and after the employment of Executive is terminated by the Company without CauseClosing Date, the foregoing covenant no Restricted Party shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures disclose, directly or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose indirectly, to any person or other entity who or which is, or reasonably may be expected to be, in competition with outside of Buyer's employ without the Company or its affiliatesexpress authorization of Buyer, any confidential information patient lists, pricing strategies, patient files and records, any proprietary data or trade secrets of relating to the Company, any subsidiary of the Company Facility or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers financial or other contracting parties with information about the Company, any subsidiary of Facility not then in the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. public domain. (c) For a period of one three (13) year following years from and after the Determination Closing Date, Executive agrees no Restricted Party shall engage or participate in any effort or act to induce any of the patients, physicians, suppliers, associates, employees or independent contractors admitted to or employed by Seller at the Facility prior to Closing, or by the Facility or by Buyer, to take any action or to refrain from taking any action or inaction that might be disadvantageous to Buyer, including but not limited to offer employment tothe solicitation of their respective patients, not physicians, suppliers, associates, employees or independent contractors to discuss cease doing business, or their association or employment, with the nature Facility or Buyer. (d) The Restricted Parties acknowledge that the restrictions contained in this Paragraph 10.5 are reasonable and necessary to protect the legitimate business interests of Buyer and that any violation thereof by any of them would result in irreparable harm to Buyer. Accordingly, the Restricted Parties agree that upon the violation by any of them of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company restrictions contained in this Paragraph 10.5, Buyer shall be entitled to obtain from any court of competent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law, equity, under this Agreement or otherwise. In the event any of the foregoing restrictions are adjudged unreasonable in any proceeding, then the parties agree that the period of time or the scope of such subsidiary restrictions (or any person who was an employee of the Company both) shall be adjusted to such a manner or for such subsidiary within one hundred eighty a time (180or both) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive as is acting as a consultant or with which the Executive is then otherwise affiliatedadjudged to be reasonable.

Covenant Not to Compete. Executive hereby (a) The Constituent Companies acknowledge that the agreements and covenants thatcontained in this Section 7.7 are essential to protect the value of the Purchased Assets. Therefore, the Constituent Companies agree that for a the period commencing on the Closing Date and ending on the second year anniversary of eighteen (18) months next following the Determination Closing Date (or such shorter period for is hereinafter referred to as the “Restricted Period”)), the Constituent Companies shall not, within the jurisdiction in which the Company continues to be owned Seller presently conducts its business, actively participate or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competesengage, directly or indirectly, for itself or on behalf of or in conjunction with the publicationany Person, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietoran employee, partner with anotheragent, officer, consultant, director, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholderjoint venturer, employee investor or consultant otherwise (collectively, the “Seller Representatives”), in or to the Company or any entity controlled by, controlling or under common control business that competes with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply Seller (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, a “Competing Business”); provided, however, that the foregoing shall not: (a) prohibit the ownership by the Constituent Companies or the Seller Representatives of equity securities of a Person engaged, directly or indirectly, in such Competing Business in an amount not prevent Executive to exceed 5% of the issued and outstanding shares of such Person; (b) prohibit the acquisition of, holding by, operation of, or disposition by the Constituent Companies, the Seller Representatives or any of the Affiliates of the Constituent Companies of any interest in any Person following the Closing where 25% or less of such revenues of such Person, as of the date of such acquisition, derive from responding a Competing Business; or (c) prohibit the Constituent Companies, the Seller Representatives or any of the Affiliates of the Constituent Companies from engaging in, participating in, owning, managing or operating any Competing Business that is engaged in or participated in, owned, managed or operated by them on the Closing Date. (b) The Constituent Companies agree that a monetary remedy for a breach of the agreement set forth in Section 7.7(a) hereof will be inadequate and impracticable and further agrees that such a breach would cause the Buyer irreparable harm, and that the Buyer shall be entitled to temporary injunctive relief without the necessity of proving actual damages and to permanent injunctive relief if the Buyer is able to prove actual damages. In the event of such a breach, the Constituent Companies agree that the Buyer shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions as a court of competent jurisdiction shall determine. (c) Not later than 30 days after the Closing Date, the Seller shall deliver to the request Buyer duly executed and acknowledged certificates of a governmental agency or pursuant amendment to the Seller’s articles of formation and other appropriate documents required to change the Seller’s name to a court new name bearing no resemblance to its present name so as to make the Seller’s present name available to the Buyer. The Buyer is authorized to file such certificates or other documents, at the Seller’s expense, in order to effectuate such change of name on or after the date that is 30 days after the Closing Date. (d) If any provision of this Section 7.7 is invalid in part, it shall be curtailed, as otherwise to time, location or scope, to the minimum extent required by law. For a period of one (1) year following for its validity under the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee laws of the Company or such subsidiary (or any person who was an employee of United States and shall be binding and enforceable with respect to the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting Seller as a consultant or with which the Executive is then otherwise affiliatedso curtailed.

Covenant Not to Compete. Executive hereby covenants thatEmployee acknowledges that during the term of his employment Employer has agreed to provide to him, and he shall receive from Employer, special training and knowledge, including without limitation the Confidential Information. Employee acknowledges that the Confidential Information is valuable to Employer and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by Employer by the enforcement of the covenant not to compete contained in this Section 9. Employee also acknowledges that such covenant not to compete is ancillary to other enforceable agreements of the parties, including without limitation the agreements regarding Confidential Information in Section 8 and the agreements regarding the payment of Separation Payments and other severance pay and of the Termination Payment in Section 6 and Section 10, respectively. Therefore, for a period of eighteen two years after termination of Employee's employment hereunder (18) months next following unless extended pursuant to the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliatesterms of this Section 9), Executive Employee shall not be engaged or interested in any business which competes, directly or indirectly (i) engage, with the publication, membership alone or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant ofpartner, member, manager, director, officer, employee of or lender toconsultant to any other business organization that engages or is planning to engage, anotheranywhere in North America or in any other geographic area in or with respect to which Employee has any duties or responsibilities during the term of his employment with Employer, in any business activities that (1) in relate to the recreational vehiclewholesale, campingdirect or retail sale of computer hardware, outdoor living software, peripherals, training or other markets then served computer related services (the "Designated Industry"); or (2) were either conducted by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or Employer prior to the Company termination of Employee's employment hereunder or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated proposed to be conducted by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not Employer at any time disclose prior to the time of such termination; (ii) divert to any person competitor of Employer any customer of Employer; or (iii) solicit or other entity who encourage any director, officer, employee of or which isconsultant to Employer to end his relationship with Employer or commence any such relationship with any competitor of Employer. Notwithstanding the foregoing, or reasonably may (i) the entities listed on Exhibit A shall be expected deemed to be, be engaged in competition with the Company or its affiliates, any confidential information or trade secrets Designated Industry and to be competitors of Employer and (ii) Employee's noncompetition obligations hereunder shall not preclude Employee from owning less than five percent of the Company, voting power or economic interest in any subsidiary of publicly traded corporation conducting business activities in the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedDesignated Industry.

Covenant Not to Compete. Executive hereby covenants that, for a period of eighteen (18a) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one three (13) years commencing as of the Closing Date, Seller shall not open any temporary or permanent offices or branches for deposit gathering or loan production activities within the Noncompete Area. Nothing herein shall prevent Seller from (i) maintaining its existing single loan production office at 000 X. Xxxxxx Xx., Xxxxxx, Xxxx (the "LPO Office"), (ii) accepting deposits from any customer that has a loan from Seller either at the LPO Office or at any facility of customeror (iii) establishing a branch office of Seller's finance company subsidiary known as "Mr. Money". No other deposits shall be accepted at either the existing LPO Office or any Mr. Money office located within the Noncompete Area during the period provided for herein. Nothing herein shall prevent Seller from operating any office or branch acquired in connection with the acquisition by Seller of another financial institution. (b) During the three (3) year period following the Determination Closing Date, Executive agrees Seller shall not (i) use any proprietary customer list of the Deposits or Acquired Loans or other similar record of the holders of accounts that constitute Deposits or borrowers of Acquired Loans on the Closing Date, to offer employment tosolicit deposits or to solicit loans of the type included in the Acquired Loans, (ii) specifically target and solicit Deposit and Acquired Loan customers for deposits or loans of the type included in the Acquired Loans, provided that this restriction shall not to discuss prohibit newspaper, radio, television, internet, or other mass media or mailing advertisements, provided that such advertisements are directed at the nature of any prospective employment opportunities withgeneral public or Seller's then existing customers, and are not to otherwise specifically targeted or directed at the Deposit or Acquired Loan customers or (iii) solicit for hire any Bank Employee of Seller who becomes an employee of Purchaser as of the Company Closing Date. (c) The restrictions set forth in this Section 6.10 shall apply to Seller provided that none of such restrictions shall apply to any bona fide third party that by any means acquires Seller, or all, or substantially all, of its business, assets, and liabilities, or any of its branches, as long as such subsidiary entity does not solicit deposits under the name First Citizens Bank, (or any person who was an employee similar name to that of Seller) within the Company or such subsidiary within one hundred eighty Noncompete Area during the three (1803) days of year period following the Determination Closing Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants thatExcept as specifically permitted in this ----------------------- Section 1, for a period of eighteen three (183) months next following years after the Determination Date date of this Agreement (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates"Term"), Executive the Seller shall not be engaged not, directly, or interested in any business which competesindirectly as an investor, directly contractor, consultant, agent, representative or indirectlyshareholder, with without the publicationprior written consent of MedQuist: a. own, membership purchase, manage, operate, join, control, or retail businesses of the Company or any subsidiary of the Company (whether invest as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorstockholder, partner, shareholderor otherwise, employee in any business, individual, partnership, firm, corporation or consultant other entity which is engaged in the Business anywhere in the States of New Jersey, New York, Rhode Island, Connecticut, Massachusetts, Vermont, New Hampshire and Maine (the "Territory"); b. solicit, entice or to the Company induce any person or any entity controlled by, controlling which presently is or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose during the Term shall be, a Business client or Business customer of: (i) MedQuist in the Territory; or (ii) Seller from the Target Offices (including, without limitation those clients and customers set forth on Exhibit A attached), to become a Business client or --------- Business customer of Seller or any person or other entity who or which isis engaged in the Business; c. hire or engage, or reasonably may be expected solicit, entice or induce for hire or engagement any medical transcriptionist or other person: (i) who presently is or within the last six (6) months was employed or engaged by Seller to beperform services for the Target Offices, in competition with the Company or its affiliatesincluding, without limitation, any confidential information person whose name is set forth on Exhibit A attached; or trade secrets of (ii) who presently is or at any time --------- during the Company, any subsidiary of the Company Term shall be employed or engaged by MedQuist or any of its affiliates to perform services for one of its offices in the Territory; or (iii) who is a medical transcriptionist and who resides in the Territory. Notwithstanding the foregoing, any current medical transcriptionist of Seller who does not have a residence in the Territory, and any medical transcriptionist hereafter hired or engaged by Seller who does not have a residence in the Territory, may thereafter move into the Territory and continue to perform services to Seller. In the event that MedQuist terminates the employment of Xxxxx Xxxx and Xxxxx Xxxx does not voluntarily resign, Seller may hire her without being subject to the restrictions imposed by this Paragraph 1(c). d. lend any credit or money for the purposes of establishing or operating a Business for clients or customers in the Territory, or otherwise give aid or advice about the Business to any other person or entity engaging in any Business in the Territory. The foregoing is collectively referred to as the "Competing Activities." Notwithstanding the foregoing, Seller may own any class of securities registered under the Securities Exchange Act of 1934, as amended, provided their respective affiliates, equity interest therein does not exceed five percent (5%) of the contents issued and outstanding shares or interest of any customer lists class of equity securities or five percent (5%) of the Companyaggregate principal amount of any class of debt securities outstanding, any subsidiary of as the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding case may be. Notwithstanding anything contained in this Agreement to the request of a governmental agency or contrary, Seller may (i) transact business with Harvard Vanguard Medical Associates pursuant to a court order current contracts (as such contracts may be extended or as otherwise required renewed, or replaced with other contracts for substantially the same services), or (ii) transact any business with Xxxxxxxx Health of Canandaigua, New York, in each case without being subject to the restrictions imposed by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedthis Agreement.

Covenant Not to Compete. Executive hereby covenants that, agrees that during his employment at Xxxxxx and for a 12-month period after the date of eighteen Termination, he will not (18except on behalf of or with the prior written consent of Xxxxxx, which consent may be withheld in Xxxxxx'x sole discretion): (a) months next following provide services of a leadership, management, executive, operational, or advisory capacity and/or participate in the Determination Date ownership of or provide financial backing to an automotive dealership that is located within a fifty-mile radius of any address set forth on Exhibit A (the “Area”); (b) provide senior/corporate level leadership, executive, operational, or such shorter period advisory services to any corporate competitor of Xxxxxx who owns or operates one or more automotive dealerships within the Area; and (c) provide services of a leadership, management, executive, operational, or advisory capacity for which anyone or any business whose focus is buying, conglomerating, or otherwise acquiring one or more automotive dealerships that are located within the Company continues to be owned or operated by the Parent or its affiliates)Area. For purposes of this Section 5, Executive shall not be engaged or interested in any acknowledges and agrees that Xxxxxx conducts business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by Area and that the Company or such subsidiary, except as Area is a proprietor, partner, shareholder, employee or consultant in or reasonable geographic limitation. Notwithstanding anything to the Company or any entity controlled bycontrary contained in this Agreement, controlling or under common control with the Company, provided Xxxxxx hereby agrees that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply be deemed breached as a result of the passive ownership by Executive of: (without affecting the obligations hereinafter contained i) less than an aggregate of 5% of any class of stock of a business that competes with Xxxxxx; or (ii) less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with Xxxxxx. The Company further agrees that nothing in this section 3.1 Section 5 prohibits Executive from accepting employment from, and performing services for, businesses engaged in respect the finance industry, and businesses engaged in the manufacturing and/or sale of disclosures automobile parts or solicitations by Executive) unless the provision of automotive service, provided such businesses do not also engage in the retail of automobiles within the Area. By way of example, nothing in this Section 5 would prohibit Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isfrom working with such businesses as American General Finance, NAPA Auto Parts, or reasonably may be expected to be, in competition Goodyear. Upon Executive's Termination of employment with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination DateXxxxxx, Executive agrees not to offer re-confirm his commitment to the post-employment torestrictive covenants in this Agreement. Executive further agrees that as part of that re-confirmation, not the term “Area” and Exhibit A hereto may be amended by Xxxxxx, but only to discuss the nature extent necessary to list the addresses of Xxxxxx'x headquarters and any prospective employment opportunities with, and not to otherwise solicit any employee automotive dealerships that Xxxxxx owns and/or operates as of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Termination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants that, for For a period of eighteen three (183) months next following years from and after the Determination Date Closing Date, neither Seller nor any affiliate of Seller nor Xxxxxx will in (or such shorter period for which i) the Company continues to be owned or operated by State of Florida; and (ii) the Parent or its affiliates), Executive shall not be engaged or interested in any business which competesentire United States, directly or indirectly, : (A) solicit or deal with the publication, membership or retail businesses any customer of the Company or any subsidiary Truck Agent Business Unit within the scope of the Company Truck Agent Business Unit (whether the parties acknowledge various business units may currently work for the same customer, which may continue); (B) hire away, interfere with or attempt to hire away any Transferred Employee of the Truck Agent Business Unit; (C) engage in a truck agent business similar or identical to the Truck Agent Business Unit; (D) hire away, interfere with or attempt to hire away any current or future agent of the Truck Agent Business Unit other than E Trucks and MCETSC; (E) directly or indirectly, own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as a proprietordirector, partner with anotherofficer, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietoremployee, partner, shareholderconsultant or agent with, employee any business directly or consultant indirectly engage in the business conducted by agents of Seller currently operating under the Eleets Trucking and Railport Motor Carrier Authorities with the exception of e-Trucks (including MCETSC). Notwithstanding the foregoing, the parties acknowledge and agree that Seller and Xxxxxx will continue to operate the E Trucks Business Unit and the Brokerage Business Unit consistent with past practice. Seller and Xxxxxx shall not directly or indirectly assist or cooperate with or facilitate Xxxxxxx Xxxxx (presently a shareholder of Seller) in conducting any business activity which would be prohibited by this provision if conducted by Seller or Xxxxxx. In the event that the provisions of this Section 6.05 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the Company or any entity controlled by, controlling or under common control with the Company, provided maximum permitted by applicable laws. Seller and Xxxxxx specifically acknowledge and agree that if the employment of Executive is terminated by the Company without Cause, (x) the foregoing covenant shall is an essential element of this Agreement and that, but for the agreement of Seller and Xxxxxx to comply with such covenant, Buyer would not apply have entered into this Agreement; (without affecting y) the obligations hereinafter contained remedy at law for any breach of the foregoing covenant will be inadequate; and (z) Buyer, in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose addition to any person or other entity who or which isrelief available to it, or reasonably may shall be expected entitled to be, temporary and permanent injunctive relief in competition with the Company or its affiliatesevent Seller, any confidential information affiliate of Seller or trade secrets Xxxxxx violates the provisions of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedthis Section 6.05.

Covenant Not to Compete. Executive hereby covenants thatUnless employed by the Surviving ----------------------- Corporation or APF after the Closing, for a period of eighteen three (183) months next following years from and after the Determination Date (Closing Date, none of the Stockholders will engage directly or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested indirectly in any business which competesserving the restaurant industry that the Surviving Corporation or APF conducts as of the Closing Date, except existing restaurant businesses and properties currently owned or advised by affiliates of CNL Group, Inc., including CNL Advisory Services, Inc. In addition, and not in lieu of the foregoing, for a period of three years from and after the Closing Date, Xxxxx X. Xxxxxx, Xx., the majority stockholder of CNL Group, Inc., hereby covenants and agrees not to engage or participate, directly or indirectly, with as principal, agent, executive, employee, employer, consultant, stockholder, partner or in any other individual capacity whatsoever, in the publicationconduct or management of, membership or retail businesses of the Company own any stock or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent other equity investment in or consultant debt of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or any business that relates to the Company ownership, acquisition or any entity controlled by, controlling or under common control with the Company, provided that if the employment development of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, "restaurant operations"; provided, however, for the foregoing purposes of this Agreement, "restaurant operations" shall not prevent Executive from responding include the ownership, acquisition or development of hotel and health care properties that contain restaurant operations and those entities set forth on Schedule 9.5, and provided further, the noncompetition covenant shall not operate to preclude Xx. Xxxxxx'x ownership of APF Common Shares and of up to 5% of the request equity securities of companies whose common stock is publicly traded that are engaged in owning, operating, franchising or making are engaged in owning, operating, franchising or making loans to restaurants and restaurant companies. If the final judgment of a governmental agency court of competent jurisdiction declares that any term or pursuant provision of this Section 9.5 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 court order term or as otherwise required by law. For a period provision that is valid and enforceable and that comes closest to expressing the intention of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities withinvalid or unenforceable term or provision, and not to otherwise solicit any employee this Agreement shall be enforceable as so modified after the expiration of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary time within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedjudgment may be appealed.

Covenant Not to Compete. Executive hereby covenants that, for For a period of eighteen three (183) months next following years from and after the Determination Closing Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates“Noncompetition Period”), Executive shall the Seller will not be engaged engage directly or interested indirectly in any business which competes, that is directly or indirectly, competitive with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) Business in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, United States; provided, however, that no owner of less than 5% of the foregoing outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason thereof in any of its businesses. During the Noncompetition Period, the Seller shall not prevent Executive from responding induce or attempt to the request of a governmental agency induce any customer, or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee supplier of the Company or such subsidiary (Buyer or any person who was an employee affiliate of the Company Buyer to terminate its relationship with the Buyer or such subsidiary within one hundred eighty (180) days any affiliate of the Determination Date) on his own behalf, on behalf of Buyer or to enter into any employer 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 ExecutiveBuyer. During the Noncompetition Period, the Sellershall not, on behalf of any entity other than the Buyer or an 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 preceding twelve (12) 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 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 expiration of the time within which the Executive judgment may be appealed. Notwithstanding the foregoing, the Seller shall not be required to comply with this Section 4.4 at any time that the Buyer is acting as in material breach of this Agreement or any of the other Transaction Documents; provided that the Seller provides the Buyer with written notice of such material breach and a consultant or with which the Executive is then otherwise affiliatedthirty (30) day opportunity to cure such material breach.

Covenant Not to Compete. Executive hereby covenants thatSider agrees and acknowledges that because of the nature of his position and the sensitive and confidential nature of the information he was privy to while at Hertz, that for a period of eighteen (18) months next following beginning on the Determination Date (Separation Date, Sider agrees that he will not, as a principal, employer, stockholder, partner, agent, consultant, independent contractor, employee, or such shorter period for which the Company continues to be owned directly or operated by the Parent or its affiliates), Executive shall not be engaged or interested indirectly in any business which competesother individual or representative capacity, directly in the United States, or any other country where the Companies currently do business: i. Directly or indirectly, without the Company’s prior written approval, engage in, continue in, or carry on a business competing with the publication, membership or retail businesses business of the Company or any subsidiary business substantially similar thereto, including owning or controlling any financial interest in any corporation, partnership, firm, or other form of business organization which competes with or is engaged in or carries on any aspect of such business or any business substantially similar thereto. For purposes of this Agreement the terms “competing business” and “competitor” shall be defined as (x) any business primarily engaged in the rental, leasing or sharing of cars, crossovers or light trucks, (y) United Rentals, Inc. (and any successor company thereto) and its respective franchisees, subsidiaries and affiliates, and (z) Hertz Equipment Rental Corporation (and any successor company thereto, including any successor after the separation of such company from The Hertz Corporation) and its respective franchisees, subsidiaries and affiliates. Companies within the criteria described in item (x) above include, but are not limited to, Enterprise Holdings, Avis Budget Group, Advantage Care Rental, FSNA, Macquarie Capital, , Ryder, U-Haul, Fox, Economy, Sixt, EuropeCar, Courier Car Rentals, Edge Auto Rentals, Midway Fleet Leasing, Angel Aerial, and Studio Services, and their respective franchisees, subsidiaries and affiliates; ii. Section 8(a)(i) shall not be deemed to restrict Sider from consulting or working for any competing business that also conducts business not conducted by the Company while Sider was employed by the Companies (“unrelated business”), so long as Sider’s role whether direct or indirect (e.g., supervisor) is solely with respect to such unrelated business; or iii. Except for an unrelated business as set forth in Section 8(a)(ii), consult with, advise, or assist in any way, whether or not for consideration, any corporation, partnership, firm, or other business organization which is now, becomes, or may become a competitor of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee in any aspect of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control Company’s business during Sider’s employment with the Company, provided that if including, but not limited to, advertising or otherwise endorsing the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents products of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedcompetitor.

Covenant Not to Compete. Executive hereby covenants thatEmployee acknowledges that Employer is in a competitive business with a national and international market, for and that the public perception of Employee's continued and exclusive association with Employer under this Agreement is of a high degree of importance to Employer. Therefore, during the longer of (a) the Term and a period of eighteen four (184) months next following years immediately after the Determination Date termination hereof for any reason or (or such shorter period b) five (5) years immediately after the termination hereof for which the Company continues to be owned or operated by the Parent or its affiliatesany reason whatsoever ("Non-Compete Period"), Executive subject however to the provisions of Section 5(c) above, Employee shall not engage or be engaged or interested in any business which competesinterested, directly or indirectly, whether alone or together with the publicationor on behalf of or through any other person or entity, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a sole proprietor, partner, shareholderstockholder, employee agent, officer, director, employee, technical advisor, lender, trustee, beneficiary, or consultant otherwise, in any phase of any business any part of which consists of the sale and distribution (including related transportation) through salespersons or showroom facilities to restaurants, cafes bars, hotels, schools, colleges and institutions (as the word "institutions" is customarily defined in the wholesale grocery business), of foods, packaged or otherwise, groceries, restaurant supplies and equipment such as cookware, glassware and dinnerware, smallwares and other commercial kitchen equipment, janitorial supplies, paper products, consumable store or supplies of every nature and description purchased or purchasable by such customers, or the manufacture of any such products or of design services for restaurant construction or remodeling and restaurant furniture, fixtures and equipment ("wholesale food distribution business"); including any business of a kind in whole or in part similar to the Company or any entity controlled by, controlling or under common control with the Company, provided wholesale food distribution business that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, engaged in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company by Employer or any of their respective affiliates, its affiliates during the contents of Non-Compete Period in any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request State where Employer conducts its wholesale food distribution business through maintenance of a governmental agency warehouse or pursuant to by location of a court order customer where food is delivered ("Territory"); (ii) divert, solicit or as otherwise required by law. For a period take away any customers of one (1) year following the Determination DateEmployer, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit or any employee of Employer, for the Company purposes of engaging in any activities competitive with the wholesale food distribution business of Employer anywhere within the Territory; or such subsidiary (iii) attempt to convert or solicit any client or staffing person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting Employee has had any contact as a consultant or result of Employee's relationship with which the Executive is then otherwise affiliatedEmployer, its subsidiaries, affiliates and related companies.

Covenant Not to Compete. Executive hereby covenants that, for a period During the term of eighteen (18) months next following the Determination Date (or such shorter period for which the Company continues Not to be owned or operated by the Parent or its affiliates)Compete Period, Executive shall not be engaged or interested in any business which competesnot, directly or indirectly, alone or as a partner, officer, director, shareholder, sole proprietor, employee or consultant of any other firm or entity (A) engage or intend to engage in any commercial activity with the publicationcompanies that compete with Jostens, membership including, but not limited to, LifeTouch, American Achievement, Herff Jones, Walsworth, Friesens, or retail businesses Intergold; or (B)(i) cause, solicit, induce or encourage any employees, independent sales representatives, Company sales representatives, consultants or contractors of the Company or its Subsidiaries or Affiliates to leave such employment or service, or hire, employ or otherwise engage any subsidiary such individual; or (ii) cause, induce or encourage any actual or prospective client, customer, supplier, or licensor of the Company (whether as a proprietoror its Subsidiaries or Affiliates, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as Person who has a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition material business relationship with the Company or its affiliates, Subsidiaries or Affiliates to terminate or modify any confidential information such actual or trade secrets prospective relationship. (a) The Executive agrees that the restrictions imposed upon him by the provisions of this Section 5 are fair and reasonable considering the nature of the Company’s business, any subsidiary of and are reasonably required for the Company or any of their respective affiliates, the contents of any customer lists protection of the Company. The Executive further agrees that the provisions of Sections 2 and 5 relating to areas of restriction and time periods of restriction were specifically discussed in good faith and are acceptable to the Executive. Nevertheless, to the extent that these restrictions exceed the maximum areas of restriction, limitations or periods of time which a court of competent jurisdiction would enforce, the areas of restriction, limitations or time periods shall be modified by such court to be the maximum areas of restriction, limitations or time periods which such court would enforce in any subsidiary state in which such court shall be convened. If any other part of this Section 5 is held to be invalid or unenforceable, the remaining parts shall nevertheless continue to be valid and enforceable as though the unenforceable portions were absent. (b) The Executive acknowledges that a breach of any of the provisions of this Section 5 may result in continuing and irreparable damages to the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with for which there may be no adequate remedy at law and that the Company, in addition to all other relief available to it, shall be entitled to the issuance of a temporary restraining order, preliminary injunction and permanent injunction restraining the Executive from committing or continuing to commit any subsidiary breach of the Company provisions of Section 4 above or any of their respective affiliates, provided, however, this Section 5 pending further legal proceedings and for appropriate periods in the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedfuture.

Covenant Not to Compete. Executive hereby covenants that(a) Without the written consent of the Company, for a period of eighteen (18) months next following which may be given or withheld in its sole and absolute discretion, the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competesnot, directly or indirectly, with the publication, membership either individually or retail businesses of the Company or any subsidiary of the Company (whether as a proprietorstockholder, partner with anotherdirector, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorofficer, partner, shareholderconsultant, employee owner, capital investor, lender, employee, agent, or consultant in or to any other capacity (other than as a holder of no more than one percent (1%) of the outstanding stock of a publicly-traded corporation), for the duration of the Benefits Period, engage in the Company Business, or any entity controlled by, controlling work for or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose provide services to any person or other entity who or which is, or reasonably may be expected to be, in competition with Competitor of the Company or its affiliates; provided, however, that nothing contained in this Section 7 shall be deemed to prohibit the Executive from (i) writing books on the subjects of politics, the foreign policies of the United States or international affairs generally or from making television appearances to discuss such subjects during the Benefits Period, (ii) writing articles for or accepting employment with Foreign Affairs or any confidential information other publication primarily focused on foreign policy during the Benefits Period or trade secrets (iii) subject to a right of first refusal in favor of the Company, any subsidiary writing occasional articles on the subjects of politics, the foreign policies of the Company United States or international affairs generally which appear in newspapers, magazines, internet publications or services or other similar media (each, a "Publication") (other than The Financial Times, The New York Times, The Los Angeles Times, USA Today, Business Week, Forbes, Fortune, Bloomberg, Yahoo, MSN, Google, Reuters or any of their respective affiliatesNew Specified Publication (as defined below) (collectively, the contents of "Competitive Publications")) during the Benefits Period. Prior to submitting any customer lists article described in clause (iii) above to any other Publication during the Benefits Period, the Executive shall first deliver a copy to the Company (together with a good faith estimate of the Company, any subsidiary amount of reimbursable out-of-pocket expenses incurred in connection with the writing of such article) and the Company or any shall have a period of their respective affiliates or seventy two (72) hours following such delivery to notify the general needs Executive of its desire to publish the customers or other contracting parties article. If the Company notifies the Executive of its desire to publish the article within such period, it shall publish the article and the Executive shall be entitled to receive reimbursement for all reasonable out-of-pocket expenses incurred in connection with the writing of such article in accordance with the Company, any subsidiary of 's customary practices. If the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which notifies the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.of its election not to

Covenant Not to Compete. Executive Employee hereby covenants that, and agrees that for a period of eighteen (18) months next three years following the Determination Termination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates“Term”), Executive Employee shall not be engaged within the United States, either directly or interested indirectly, in any manner or capacity, whether as an advisor, principal, agent, partner, officer, director, employee, member of an association, or otherwise, in any business or activity which competesis competitive with the business being conducted by the Company or its subsidiaries or affiliates on the Termination Date (a “Competitive Business”), or own beneficially or of record, five percent or more of the outstanding stock of any class of equity securities in any corporation, other business entity or business engaged in a Competitive Business. For purposes of this Agreement, a “Competitive Business” shall include the following businesses: Specialty retail pharmacy sales; sales of specialty prescription medications to enrollees of third party payors through national mail service distribution, including to enrollees of health insurers, HMO’s, TPA’s, self funded employer groups, affinity marketers and other discount payors by or through mail, overnight courier or other express delivery service to the enrollees,’ whether to them at their homes or to their physicians’ offices for administration; pharmacy benefit management (“PBM”) products and/or services, traditional mail order sales distribution (that is, the sale of traditional maintenance medications, typically but not exclusively tablets and capsules to PBM enrollees of third party payors, including health insurers, HMO’s, TPA’s, self funded employer groups, affinity marketers and other discount payors and payors by or through mail service, including Medicaid and Medicare; and the dispensing and administration of infusion and/or injectable prescription medications to patients in their homes, at outpatient infusion centers (including physician office, off site or hospital) and any and all other businesses that the Company is engaged in as of the Termination Date. In addition, during the Term, Employee shall not solicit, directly or indirectly, with the publication, membership or retail businesses any then current employee of the Company for employment or engagement in any subsidiary capacity outside of the Company, its subsidiaries or affiliates, or solicit any customers of the Company (whether as a proprietor, partner with another, shareholder, agent to change or consultant of, employee reduce in any way the amount of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided business that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition they do with the Company or its affiliates, any confidential information or trade secrets to do business with a competitor of the Company, any subsidiary of the Company its subsidiaries or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants thatIn consideration for this Agreement ----------------------- and as a part of the consideration for the exchange of the Bancshares shares of Xxxxxxx pursuant to the Acquisition Agreement, Xxxxxxx agrees as follows: (a) That during the Employment Period and for a period of eighteen two (182) months next following years thereafter, Xxxxxxx will not within Xxxxxx or Tallapoosa Counties, Alabama, or within a thirty-five (35) mile radius of the Determination Date (current offices of The Bank of Tallassee or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competesThe Peoples Bank and Trust Company, directly or indirectly, with the publicationown, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietormanage, partner with anotheroperate, shareholdercontrol, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled be employed by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isparticipate in, or reasonably may be expected to beconnected with any bank, in competition with savings association, savings bank, credit union, other financial institution, or finance company, nor shall he otherwise within such geographical area solicit the Company or its affiliatescustomers of Tallassee, any confidential information or trade secrets of the Company, any subsidiary of the Company BancTrust or any of their respective affiliatessubsidiaries. (b) Xxxxxxx will not solicit any employee of BancTrust, the contents of any customer lists of the CompanyTallassee, any subsidiary of the Company or any of their respective affiliates subsidiaries to leave their employment for any reason without the prior written consent of BancTrust. (c) Xxxxxxx will not use for his benefit or disclose at any time any information that was obtained or developed by him while in the general needs employ of the customers Tallassee with respect to any trade secrets, customers, suppliers, products, employees, financial, or any other contracting parties with the Companyconfidential matter pertaining to BancTrust, any subsidiary of the Company Tallassee, or any of their respective affiliatessubsidiaries. (d) Xxxxxxx will not take with him upon leaving Tallassee's employment any document or copies of documents, providedor any other items relating to any of the business of Tallassee or BancTrust or any of their subsidiaries. (e) If, howeverat any time, the foregoing provisions of this Section 6 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Xxxxxxx agrees that this Section 6 as so amended shall be valid and binding as though any invalid or unenforceable provision had not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one been included herein. (1f) year following the Determination Date, Executive agrees Both parties recognize that this covenant not to offer employment tocompete is material and unique. Accordingly, if Xxxxxxx breaches the terms and conditions of this Agreement, either BancTrust or Tallassee shall be entitled to institute legal and equitable proceedings in any court of competent jurisdiction. The remedies of BancTrust and Tallassee for such breach shall, in addition to any other available legal remedies, include the right to enforce specific performance by Xxxxxxx, and to enjoin Xxxxxxx from performing services for any competing person, firm, or corporation during the period that this covenant not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive compete is acting as a consultant or with which the Executive is then otherwise affiliatedapplicable.

Covenant Not to Compete. Executive hereby covenants that, for For a period of eighteen three (183) months next following years from the Determination Date Closing Date, neither of the Principal Shareholders (i.e., Mark X. XxxxXxxxxx xx Timoxxx X. Xxxx) xxll directly or such shorter period for which the Company continues to be owned indirectly: (i) engage in, continue in or operated by the Parent or its affiliates), Executive shall not be engaged or interested in carry on any business which competescompetes with Company, directly any Subsidiary and/or the Chowxxxx Xxxiness or indirectlyis substantially similar thereto, including owning or controlling any financial interest in any corporation, partnership, firm or other form of business organization which is so engaged; (ii) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of Company (including its Subsidiaries) or Buyer (or any of its subsidiaries) in any aspect with respect to the publicationChowxxxx Xxxiness, membership including, but not limited to, advertising or retail businesses otherwise endorsing the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to or engaging in any form of business transaction on other than an arm's length basis with any such competitor; (iii) offer employment to an employee of Company, any Subsidiary or the Chowxxxx Xxxiness, without the prior written consent of Buyer; or (iv) engage in any practice the purpose of which is to evade the provisions of this covenant not to compete or to commit any act which adversely affects the Company, any Subsidiary and/or the Chowxxxx Xxxiness; provided, however, that the foregoing shall not prohibit the ownership of securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the outstanding shares of any such corporation. The parties agree that the geographic scope of this covenant not to compete shall extent to and cover the entire United States of America, which constitutes the geographic scope of the Chowxxxx Xxxiness as of the date of this Agreement. The parties agree that a Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any subsidiary of Buyer or to any person, corporation, firm or entity that purchases all or part of the business of the Company or any subsidiary Subsidiary. In the event a court of competent jurisdiction determines that the Company (whether provisions of this covenant not to compete are excessively broad as a proprietorto duration, partner with anothergeographical scope or activity, shareholderit is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, agent or consultant ofbut shall remain in full force and effect, employee and any such over broad provisions shall be deemed, without further action on the part of or lender toany person, another) in the recreational vehicleto be modified, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or amended and/or limited but only to the Company or any entity controlled by, controlling or under common control with extent necessary to render the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained same valid and enforceable in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedjurisdiction.

Covenant Not to Compete. Executive The Principal Shareholders, without the express written consent of the Purchaser, shall not, directly or indirectly, for such Principal Shareholder's own account or for such Principal Shareholder's children or for the account of others as an officer, director, stockholder, investor, owner, partner, employee, promoter, consultant, manager, adviser or otherwise, participate in the promotion, financing, ownership or management of, any business that offers any of the same products or services offered by, or pursues any business activities pursued by, the Purchaser, the Company or any of its Subsidiaries as of the Closing Date provided, however, that notwithstanding the foregoing, a Principal Shareholder may own up to 5% of the outstanding publicly-held securities of a publicly-held corporation as a passive investment so long as such Principal Shareholder does not participate in the management or control of such corporation. In addition, each Principal Shareholder hereby covenants thatagrees not to compete, not to solicit in any manner any business from any Person who is a customer of the Purchaser, the Company or any Subsidiary as of the Closing Date, who was at any time during the two (2) year period preceding the Closing Date a customer of the Purchaser, the Company or any Subsidiary, or who becomes a customer of the Purchaser, the Company or any Subsidiary if such business involves providing any of the same or similar products or services as are offered by the Purchaser, the Company or any Subsidiary at any time after the Closing Date. For greater clarity, the Principal Shareholders, without the express written consent of the Purchaser shall not, directly or indirectly, for such Principal Shareholder's own account or for such Principal Shareholder's children or for the account of others as an officer, director, stockholder, investor, owner, partner, employee, promoter, consultant, manager, adviser or otherwise, participate in the promotion, financing, ownership or management of Sel-Drum Australia. Tracx Xxxxxxxx xxx Waynx Xxxxxxxx, xxthout the express written consent of the Purchaser, for a period of eighteen (18) months next following three years after the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates)Closing Date, Executive shall not be engaged or interested in any business which competesnot, directly or indirectly, with for their own account or for the publicationaccount of their children or for the account of others as an officer, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietordirector, partner with anotherstockholder, shareholderinvestor, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorowner, partner, shareholderemployee, employee promoter, consultant, manager, adviser or consultant otherwise, participate in the promotion, financing, ownership or to management of, any business that offers any of the Company same products or any entity controlled services offered by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Causepursues any business activities pursued by, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isPurchaser, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of its Subsidiaries within North America. The main terms and conditions of a three-year contract to be offered by the Purchaser to Tracx Xxxxxxxx xxx Waynx Xxxxxxxx xxx attached hereto as Schedule 10.18, Debbxx Xxxxxxxxx, Xxevx Xxxxxxxx, Xxanx Xxxxxxxx xxx Bretx Xxxxxxxx, xxthout the express written consent of the Purchaser, for a period of two years after the Closing Date, shall not, directly or indirectly, for their respective affiliatesown account or for the account of their children or for the account of others as an officer, director, stockholder, investor, owner, partner, employee, promoter, consultant, manager, adviser or otherwise, participate in the promotion, financing, ownership or management of, any business that offers any of the same products or services offered by, or pursues any business activities pursued by, the contents of any customer lists of the CompanyPurchaser, any subsidiary of the Company or any of their respective affiliates or its Subsidiaries within North America. (a) In the general needs event of breach of the customers covenant not to compete as set forth above by any Shareholder, it is understood and agreed that the Purchaser shall be entitled to injunctive relief as well as any and all other applicable remedies at law and in equity available to the Purchaser. If a court of competent jurisdiction should declare this covenant not to compete unenforceable, in whole or in part, due to any unreasonable restriction of duration and/or geographical area, then the Purchaser and each Shareholder hereby acknowledge and agree that such a court of law or equity shall have the express authority of the Parties to this Agreement to reform this covenant not to compete to a reasonable restriction and/or to grant the Purchaser any and all other contracting parties with relief, at law or in equity, reasonably necessary to protect the Companyinterests of the Purchaser. Each Shareholder expressly covenants and acknowledges that such Shareholder considers this restrictive covenant reasonable. (b) In the event any Shareholder becomes or remains an employee of the Purchaser, any subsidiary of the Company or any of their respective affiliatesSubsidiary and enters into a non-competition agreement with the Purchaser, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or any Subsidiary in connection with such subsidiary (or any person who was an employee employment, the terms of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting non-competition agreement shall supersede this Section 10.18 as a consultant or with which the Executive is then otherwise affiliatedit relates to such Shareholder.

Covenant Not to Compete. Executive hereby covenants thatEach of Michael J. Finney and John X. Xxxxxx (xxxxxidualxx, x "Xxxxxxxling Shareholder" and, collectively, the "Controlling Shareholders") acknowledges and agrees that the business of each Subject Company is conducted throughout the world (the "Territory") and that such Subject Company's reputation and goodwill are an integral part of its business success throughout the Territory. If a Controlling Shareholder deprives such Subject Company of its goodwill or in any manner utilizes its reputation and goodwill in competition with Buyer or any Subject Company, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. Accordingly, as an inducement for Buyer to enter into this Agreement, each Controlling Shareholder, with respect to each Subject Company, agrees that for a period of eighteen five (185) months next following years after the Determination Closing Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates"Non-competition Period"), Executive such Controlling Shareholder shall not be engaged or interested in any business which competesnot, without Buyer's prior written consent, directly or indirectly, with own, manage, operate, join, control or participate in the publicationownership, membership management, operation or retail businesses control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, any profit or non-profit business or organization that, directly or indirectly, is engaged in the Business in the Territory; except that ownership of an equity interest of 2% or less in any such firm or business that is a public corporation shall not be prohibited by this Article X. In the event the agreement in this Article X shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. From the date hereof until one year following the termination of the Consulting Agreement for the relevant Controlling Shareholder, such Controlling Shareholder shall not (a) solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any Person, firm or corporation that is a customer of any Subject Company or any subsidiary at the time of the Closing or has been a customer of any Subject Company within the 18 months immediately preceding the Closing (whether as or, during the term of the Consulting Agreement, any Person who is a proprietorcustomer of a Subject Company during such term) for products or services the same as, partner or competitive with, the Business, or approach any such Person, firm or corporation for such purpose or authorize the taking of such actions by any other Person, firm or corporation or assist or participate with anotherany such Person, shareholderfirm or corporation in taking such action, or (b) solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any Person, firm or corporation that is an employee, agent or consultant of, employee of or lender toto such Subject Company within the 18 months immediately preceding the Closing (or, another) in during the recreational vehicleterm of the Consulting Agreement, campingany Person who is an employee, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee agent or consultant of a Subject Company during such term) to do anything such Controlling Shareholder is restricted from doing by reason of this Article X, and no Controlling Shareholder shall approach any such employee, agent or consultant for such purpose or authorize or participate with the taking of such actions by any other Person, firm or corporation or assist or participate with any such Person, firm or corporation in or taking such action; provided that, notwithstanding anything in this clause (b) to the Company or any entity controlled bycontrary, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant this clause (b) shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding relate to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Datepersons: Edward Breakell, Executive agrees not to offer employment toFacilitiex Xxxxxxx Xxxxxer, not to discuss the nature of any prospective employment opportunities withRita Dunton, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalfAccountant, on behalf of any employer of the ExecutiveJxxxxxxx Xxxney, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedFinancial Xxxxxxx, xxx Xavier Sanchez, Facilities Xxxxxxxx.

Covenant Not to Compete. Executive hereby covenants that(a) As an inducement for Sellers to enter into this Agreement and as additional consideration for the consideration to be paid by Buyer under this Agreement, for a period of eighteen (18) months next following three years from the Determination Date (or Closing Date, no Buyer nor any Affiliate of such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competesBuyer will, directly or indirectly, with engage in the publicationRestricted Business, membership or retail businesses of the Company or any subsidiary of the Company (whether including as a proprietor, partner with anotherprincipal, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietoragent, partner, shareholderofficer, employee director, stockholder, employee, member of any association, consultant or consultant otherwise. (b) Sellers acknowledge that Sellers have required that Buyer make the agreements in or this Section 7.6 as a condition to Sellers’ sale of the Company or any entity controlled by, controlling or under common control with Shares and consummation of the Company, provided transactions contemplated by this Agreement. Buyer acknowledges that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter restrictions and agreements contained in this section 3.1 Section 7.6 are reasonable (including with respect to duration, geographical area and scope) and necessary to protect the legitimate interests of Sellers and the Companies, including the preservation of the business of the Companies, and that violation or breach of this Section 7.6 will cause substantial and irreparable harm to Sellers and the Companies that would not be quantifiable and for which no adequate remedy would exist at Law. Accordingly, in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose addition to any person relief at Law which may be available to Sellers for such violation or breach and regardless of any other provision contained in this Agreement, Sellers will be entitled to injunctive and other equitable relief restraining such violation (without any requirement that Sellers provide any bond or other entity who security). (c) In the event of a violation or breach by Buyer of any agreement set forth in this Section 7.6, the term of such agreement will be extended by the period of the duration of such violation or breach. (d) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7.6 is invalid or unenforceable, the court making the determination of invalidity or unenforceability will 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 will be enforceable as so modified after the expiration of the time within which is, or reasonably the judgment may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedappealed.

Covenant Not to Compete. Executive hereby covenants that, for For a period of eighteen two years from and after the Closing (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates“Noncompetition Period”), Executive the Seller Parties shall not be engaged or interested in any business which competesnot, directly or indirectly, with participate in any business that is engaged in the publicationsale or distribution of oral supplements, membership and/or wellness products in the following forms: protein bars, powders, tablets, capsules, liquid tinctures or retail businesses gummies (the “Business”) in any geographic area in which the Business is conducted as of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, Closing Date; provided, however, that (i) ownership of less than 5% of the foregoing outstanding stock of any publicly-traded corporation, or (ii) Seller Parties’ investment activities through the companies set forth on Section 6.9 of the Disclosure Schedules shall not prevent Executive from responding be deemed to be engaging in the request Business for purposes of a governmental agency this Section. During the Noncompetition Period, the Seller Parties shall not induce or pursuant attempt to a court order induce any customer, or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee supplier of the Company or such subsidiary (Buyer or any person who was an employee affiliate of the Company Buyer to terminate its relationship with the Buyer or such subsidiary within one hundred eighty (180) days any Affiliate of the Determination Date) on his own behalf, on behalf of Buyer or to enter into any employer 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 ExecutiveBuyer. During the Noncompetition Period, the Seller Parties shall not, on behalf of any entity other than the Buyer or an 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 preceding twelve (12) months, an employee or officer of the Company. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 6.9 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedjudgment may be appealed.

Covenant Not to Compete. Executive hereby covenants that, From the Closing Date and for a period of eighteen two (182) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates)years thereafter, Executive Shareholder and Seller shall not be engaged or interested in any business which competesnot, either directly or indirectly: (a) own, with manage, operate or control or participate in the publicationownership, membership management, operation or retail businesses control of, or be employed by, act as consultant or adviser to any corporation, partnership, person, firm or other business that is engaged in the business of commercial banking either by having an office located within a fifty mile radius of any branch of Buyer and its Subsidiaries (the “Trade Territory”) or by actively engaging in regular banking activities in the Trade Territory; (b) call upon, solicit, divert or attempt to take away any of borrower, depositor, customer or business of the Company Bank, Buyer or its Subsidiaries; (c) disclose, make available or divulge to any subsidiary corporation, partnership, individual, firm, other business or person any trade secret information concerning the business and affairs of the Company (whether as a proprietorBank, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company Buyer or its affiliatesSubsidiaries; or (d) hire, any confidential information retain or trade secrets of the Company, any subsidiary of the Company attempt to hire or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit retain any employee of the Company Bank, Buyer or such subsidiary its Subsidiaries retained by Buyer and/or its Subsidiaries after the Closing. Shareholder and Seller agree that any breach of covenants (a) – (d) above will cause Buyer irreparable harm for which there is no adequate remedy at law, and, without limiting whatever other rights and remedies Buyer may have under this Section or otherwise under this Agreement, Shareholder and Seller consent to the issuance of an injunction in favor of Buyer enjoining the breach of any person who was an employee of the Company aforesaid covenants by any court of competent jurisdiction. If any or such subsidiary within one hundred eighty (180) days all of the Determination Date) on his own behalf, on behalf of any employer aforesaid covenants are held to be unenforceable because of the Executivescope or duration of such covenant or the area covered thereby, on behalf the parties agree that the court making such determination shall have the power to reduce the scope, duration and area of any entity with which such covenant to the Executive is acting as a consultant or with which extent that allows the Executive is then otherwise affiliatedmaximum scope, duration and/or area permitted by applicable law.

Covenant Not to Compete. Executive hereby covenants that12.1. To the extent permitted by applicable law: (a) None of Sellers, for a period Ivan Xxxxxxxxxxxx xxx Shaux Xxxxx (xor purposes of eighteen this Section 12, Hammxxxxxxxx xxx Rosex, xxall collectively be referred to as "Principals"), will directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, or control of, be employed by, associated with, or in any manner connected with, lend any Sellers' or Principals' name or any similar name to, lend Sellers' or Principals' credit to, or render services or advice to, any business in each State and Territory in the Commonwealth of Australia whose products or activities compete in whole or in part with the products or activities of the Company; provided, however, that Sellers or Principals may purchase or otherwise acquire up to (18but not more than) months next following five percent (5%) of any class of securities of any enterprise (but without otherwise participating in the Determination Date activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. The duration of this covenant shall be (or such shorter period for which the Company continues a) with respect to Landreef Pty. Ltd. and Ivan Xxxxxxxxxxxx, xxree years after Ivan Xxxxxxxxxxxx xxxses to be owned an employee of or operated by render services to the Parent Company, and (b) with respect to Shaux Xxxxx xxx Hookmond Pty. Ltd., three years after Shaux Xxxxx xxxses to be an employee of or render services to the Company. Sellers and Principals agree that this covenant is reasonable with respect to its affiliates)duration, Executive shall not be engaged or interested in any business which competesgeographical area, and scope. (b) Neither Sellers nor Principals will, directly or indirectly, with the publication, membership or retail businesses of the Company either for themselves or any subsidiary of the Company other Person, (whether as a proprietor, partner with another, shareholder, agent A) induce or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or attempt to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit induce any employee of a Subject Company to leave the employ of such Subject Company, (B) in any way interfere with the relationship between a Subject Company or such subsidiary (or and any person who was an employee of such Subject Company, (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of a Subject Company, or (D) induce or attempt to induce any customer, supplier, licensee, or business relation of a Subject Company to cease doing business with such Subject Company, or in any way interfere with the Company relationship between any customer, supplier, licensee, or such subsidiary within one hundred eighty business relation of a Subject Company. (180c) days of the Determination Date) on his own behalfNeither Sellers nor Principals will, on behalf of any employer of the Executivedirectly or indirectly, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.either for

Covenant Not to Compete. (a) The Executive hereby covenants that, for a period of eighteen (18) months next following recognizes that the Determination Date (or such shorter period for which the Company continues services to be owned or operated performed by her hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the Parent or its affiliates)protection of the Corporation that the Executive agree, and accordingly, the Executive shall not be engaged or interested in any business which competesdoes hereby agree that she will not, directly or indirectly, with except for the publication, membership or retail businesses benefit of the Company Corporation, at any time during her employment hereunder, and thereafter during the Restricted Period, as hereinafter defined, provided the Corporation shall duly perform it. obligations to the Executive pursuant to this Agreement: (i) Become an officer, director, stockholder, partner. associate, employee, owner agent, creditor, independent contractor or co-venturer of, or otherwise be interested in or associated with, any other corporation, firm or business engaged, in any geographical area in which the Corporation or any subsidiary of its subsidiaries is engaged, in a Competitive Business (as hereinafter defined); (ii) Solicit or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of herself or third parties, any persons who were at any time within one year prior to the cessation of her employment hereunder, employees of the Company Corporation; (whether as a proprietoriii) Employ or Cause or authorize, partner with anotherdirectly or indirectly, shareholderto be employed for or on behalf or herself or third parties, agent any such employees of the Corporation; or (iv) Directly or consultant of, employee indirectly participate in the management or operation of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or have direct supervisory responsibility with respect to the Company management or any entity controlled byoperation of a major chain of retail drug stores. A corporation, controlling firm or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant business shall not apply be deemed to be engaged in a "Competitive Business" unless such entity operates exclusively a major chain of retail drugstores. (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executiveb) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. The Executive agrees that he will not at any time disclose breach or threatened breach by her of any provisions of this Section 18 shall entitle the Corporation, in addition to any person other legal or equitable remedies available to it, to apply to any court of competent jurisdiction to enjoin such breach or threatened breach without the posting of any bond or any security. If any of the restrictions contained herein 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 entity who or which isprovisions hereof, or reasonably may and in its reduced form this paragraph shall then be expected enforceable in the manner contemplated hereby. (c) This Section 18 shall not be construed to be, prevent the Executive from owning in competition with the Company or its affiliates, any confidential information or trade secrets aggregate an amount not exceeding three percent (3%) of the Companyissued and outstanding voting securities of any class of any corporation whose voting capital stock is traded on a national securities exchange or in the over-the-counter market. For this purpose "outstanding voting securities" shall be deemed to include, any subsidiary the voting securities issuable upon conversion of a corporation's outstanding convertible securities, whether or not immediately convertible, and the voting securities of a corporation issuable upon exercise of outstanding warrants and option to acquiring voting securities, whether or not immediately exercisable, and "voting securities" of a corporation shall be deemed to include securities convertible into or exercisable for voting capital stock, valued at the number of shares such securities are convertible into or exercisable for the purpose of determining percentage ownership of outstanding voting securities (d) The term "Restricted Period" as used in this Section 16 shall mean the one-year period following the date on which employment of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedterminates.

Covenant Not to Compete. Executive hereby covenants that, for For a period of eighteen (18) months next following three years from and after the Determination Closing Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates"NON-COMPETE PERIOD"), Executive the Seller and its Subsidiaries (whether presently existing or hereafter acquired or created) shall not be engaged directly or interested indirectly engage in any business which competes, directly or indirectly, competitive with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) Programs anywhere in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, world; provided, however, that the foregoing Seller shall not prevent Executive from responding be deemed to engage in any of the businesses of any publicly traded corporation solely by reason of the Seller's ownership of less than 3% of the outstanding stock of such corporation. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.7(c) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Seller acknowledges that the provisions of this Section 5.7(c) are reasonable in time and scope and necessary to protect the legitimate interests of the Buyer, and that any violation of this Section 5.7(c) will result in irreparable injury to the request Buyer, the exact amount of a governmental agency or pursuant which will be difficult to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities withascertain, and that the remedies at law for any such violation would not be reasonable or adequate compensation to otherwise solicit the Buyer. Accordingly, Seller agrees that if it or if any employee of its Subsidiaries (whether presently existing or hereafter acquired or created) violates this Section 5.7(c), in addition to any other remedy which may be available at law or in equity, the Company Buyer shall be entitled to specific performance and injunctive relief, without posting bond or such subsidiary (other security, and without the necessity or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedproving actual damages.

Covenant Not to Compete. Executive hereby covenants that(a) In order to induce Buyer to enter into this Agreement, for a except with respect to the Retained Media Rights, Seller and Shareholder covenant and agree that (i) during the period commencing on the date hereof and ending on the date that is the later of eighteen (18x) months next following the Determination Date expiration or termination of the Employment Agreement, or (or such shorter period for which y) on the Company continues to be owned or operated by third anniversary of the Parent or its affiliates)Closing Date, Executive Seller and Shareholder shall not be engaged or interested in any business which competesnot, directly or indirectly, own, manage, operate, control or participate, consult with, or render services to, any business whose activities compete, in whole or in part, with the publicationBusiness; and (ii) during the one year period following the termination of Shareholder’s employment pursuant to the Employment Agreement, membership or retail businesses unless the Shareholder’s employment was terminated by Xcel without cause, Seller and Shareholder shall not, other than on behalf of the Company Xcel and its Subsidiaries or except as otherwise directed or authorized by the Board of Xcel, directly or indirectly, whether for the Seller or Shareholder or for any subsidiary other Person, engage in or participate in any business or enterprise in connection with Shareholder’s appearance on or use of her name with respect to direct-response television programming. The covenants specified in this Section 7.5 shall be referred to herein as the “Restrictive Covenants”. (b) If Seller or Shareholder breaches, or threatens to commit a breach of, any of the Company provisions of this Section 7.5, Buyer shall have the right and remedy to seek to have the ​ Restrictive Covenants specifically enforced by any court having equity jurisdiction, in addition to Buyer’s remedies at law. (whether as c) If the a proprietorcourt of competent jurisdiction declares that any term or provision of this Section 7.5 is invalid or unenforceable, partner with anotherthe parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, shareholderduration, agent or consultant ofarea of the term or provision, employee of to delete specific words or lender tophrases, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable that comes closest to expressing the Company intention of the invalid or any entity controlled byunenforceable term or provision, controlling or under common control with and this Agreement shall be enforceable as so modified after the Company, provided expiration of the time within which the judgment may be appealed. (d) Seller and Shareholder agree and acknowledge that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter agreements and covenants contained in this section 3.1 Section 7.5 are essential to protect the value and goodwill relating to the Transferred Assets and that Buyer would not enter into such transaction without the protections afforded by this Section 7.5. Seller and Shareholder acknowledge that (i) the markets served with respect to the Transferred Assets are national and international in respect scope and are not dependent on the geographic location of disclosures the executive personnel or solicitations the businesses by Executivewhich they are employed and (ii) unless the Executive shall above covenants are manifestly reasonable on their face, and the parties expressly agree that such restrictions have been paid severance pursuant designed to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with reasonable and no greater than is required for the Company or its affiliates, any confidential information or trade secrets protection of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedBuyer.

Covenant Not to Compete. Executive In consideration of the Purchase Price paid by Buyer to Seller for the Transferred Assets, and provided that Buyer has observed and performed all of its obligations to pay the Purchase Price under this Agreement, Seller hereby covenants that, for agrees as follows: 9.3.1 For a period of eighteen (18) months next following four years from and after the Determination Date (or such shorter period for which the Company continues Closing Date, unless expressly consented to be owned or operated in writing by the Parent or its affiliates)Buyer, Executive Seller shall not be engaged or interested in any business which competesnot, directly or indirectly: (a) operate, with establish, manage, own, control, invest in, an entity engaged in the publication, membership or retail businesses of the Company or any subsidiary of the Company Mobile Prepaid Services (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, anotherdefined in Section 9.3.4 below) in the recreational vehicleUnited States; (b) use in furtherance of any of its business affairs, campingor disclose to any third party other than Buyer, outdoor living any trade secret, client list, file or record, supplier list, financial data, fee setting or marketing policy or plan of, or any other markets then served by proprietary or confidential information relating to, the Company DGS Business (except for the Retained Assets), or any of the services, clients, or suppliers of the DGS Business as of the Closing Date, so long as the same is not publicly known; (c) engage or participate in any effort or act to induce any of the suppliers, associates, employees or independent contractors of the DGS Business to take any action, or to refrain from taking any such subsidiaryaction, except as which is or could reasonably be expected to have an adverse effect on the DGS Business, including, but not limited to, the solicitation of suppliers, associates, employees or independent contractors of the DGS Business to cease doing business, or to discontinue their association or employment, with Buyer; or (d) solicit or contact, with a proprietorview to engaging or employing, partneror actually engage or employ, shareholderany person who is, or at any time was, an employee or consultant of Buyer in or to the Company or any entity controlled by, controlling or under common control connection with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, DGS Business; provided, however, the foregoing provision will not prevent Seller from engaging or employing any such person who responds to a general media advertisement or non-directed search inquiry. 9.3.2 Seller acknowledges that damages alone will be an inadequate remedy for any breach or violation of any of the provisions of this Section 9.3 and that Buyer, in addition to all other remedies under this Agreement, shall be entitled as a matter of right to injunctive relief, including specific performance, with respect to any such breach or violation or threatened breach or violation of this Section 9.3, in any court of competent jurisdiction. 9.3.3 If any court of competent jurisdiction finds any provision of this Section 9d to be invalid or unenforceable as to the scope or duration thereof, such finding shall not prevent Executive from responding to the request of a governmental agency render this Section 9.3 invalid or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities withunenforceable, and not the invalid or unenforceable provision of this Section 9.3 shall be deemed to otherwise solicit any employee be modified to be within the limits of enforceability or validity. 9.3.4 For purposes of this Section 9.3, "Mobile Prepaid Services" means the Company or such subsidiary (or any person who was an employee business of providing mobile applications linked to prepaid accounts and prepaid program management services to other businesses offering prepaid fmancial products to consumers in the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedUnited States.

Covenant Not to Compete. In the event the Executive’s employment with the Employers is terminated for any reason prior to the expiration of the Employment Period (except as set forth below), the Executive hereby covenants that, and agrees that for a period of eighteen (18) months next two years following the Determination Date date of her termination of employment with the Employers (or, if less, for the period beginning with the date of her termination and ending on the last day of the Employment Period), she shall not, without the written consent of the Employers, become an officer, employee, consultant, director or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company, or any direct or indirect subsidiary or affiliate of any such shorter period for entity, that entails working within any county in which the Company continues to be owned or operated the Bank maintains an office as of the date of termination of the Executive’s employment. In addition, in the event of a breach by the Parent or its affiliates), Executive shall not be engaged or interested in of any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary provisions of this Section 14, the Executive acknowledges that the Employers will seek to recoup the amounts paid to the Executive pursuant to Section 9(b)(ix) of this Agreement, up to the full value reasonably assigned to the breach of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee non-competition provisions of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served this Section 14 by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the CompanyEmployers, provided that if no such action may be taken without the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless Employers providing the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any less than twenty (20) days written notice of their respective affiliates, intent to take such action and giving the contents of any customer lists of Executive the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding right to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one cure such breach within ten (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (18010) days of the Determination Date) on his own behalfExecutive’s receipt of such notice. In addition, on behalf the Employers may avail themselves of such other remedies that may be available to them as a result of any employer breach of this Section 14 by the Executive, on behalf of any entity with which such remedies to be cumulative and not mutually exclusive. This section shall not be applicable if the Executive Executive’s employment is acting terminated upon or within one year subsequent to a Change in Control, provided that such termination is for reasons other than Cause as a consultant or with which the Executive is then otherwise affiliateddefined in Section 10(a)(i) hereof.

Covenant Not to Compete. Executive hereby covenants that(a) For the period from the date hereof until ten (10) years following the Closing Date (the "Applicable Period"), neither Parent nor any of their Subsidiaries, or its or their respective successors or assigns or any of its or their respective agents acting on their behalf, shall engage, license or assist another to engage in the marketing, distribution or sale in the Territory, in the case of Elan Parent and its Subsidiaries, or outside the Territory, in the case of the Acquiror and its Subsidiaries, of any Product or Product Improvement (each, a "Competing Product"). Notwithstanding the foregoing sentence, if either Parent or any of their Subsidiaries signs a definitive agreement with respect to a merger or acquisition by which such Person would acquire rights (other than residual financial rights) in a Competing Product at any time during the Applicable Period, then such Person (or the entity which acquired such Person or into which such Person has merged) shall have 12 months from the closing of such definitive agreement to divest itself of such rights in the Competing Product (unless the other Party agrees in writing that such divestiture is not required) and, during such 12 month period, the manufacture, promotion, marketing and/or sale of such Competing Product shall not be in violation of this Section 8.12. In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in Competing Product to a third party, or (y) an out-license to a third party (exclusive as to the applica- ble Parent and its Subsidiaries, except that the applicable Parent and its Subsidiaries may continue manufacturing the Competing Product for the licensee for a reasonable period of time) of the right to make, have made, use, sell, offer for sale and import such Competing Product; provided, however, that the applicable Parent and its Subsidiaries may only retain residual financial rights to such Competing Product and must not exercise or have the ability to exercise any role or influence in any manner over the performance of any clinical trials with respect to such Competing Product, or the sale, offering for sale or other promotion of such Competing Product. (b) In addition, no Elan Company will solicit any Hired Employee of the Acquiror or its Subsidiaries for the purpose of having any such employee terminate his or her employment with the Acquiror or its Subsidiaries for a period of eighteen (18) months next two years following the Determination Date Closing Date. (c) If a court determines that the foregoing restrictions are too broad or such shorter period for which otherwise unreasonable under applicable Law, including with respect to time or space, the Company continues to be owned or operated court is hereby requested and authorized by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with parties to revise the publication, membership or retail businesses foregoing restriction to include the maximum restrictions allowable under applicable Law. Each of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, providedacknowledges, however, that this Section 8.12 has been negotiated by the foregoing shall not prevent Executive from responding parties and that the geographical and time limitations on activities, are reasonable in light of the circumstances pertaining to the request parties. (d) The terms of a governmental agency or pursuant this Section 8.12 (subject to a court order or Section 8.12(f)) shall apply to each Parent's respective Affiliates to the same extent as otherwise required by law. For a period if they were parties hereto, and each Parent shall take whatever actions are within its control to cause any such other Persons to adhere to the terms of one this Section 8.12. (1e) year following In the Determination Date, Executive agrees not to offer employment to, not to discuss the nature event of any prospective employment opportunities withbreach or threatened breach by of any provision of this Section 8.12, the other party shall be entitled to injunctive or other equitable relief restraining such party from competing or soliciting in violation of this Section. Such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Damages. (f) For the avoidance of doubt, if any Person acquires Control of either Parent, whether by stock purchase, merger or other transaction, no provision of this Section 8.12 shall apply to otherwise solicit any employee of the Company or such subsidiary (acquiror and its Affiliates other than such Parent and its Subsidiaries but this Section 8.12 shall continue to apply to such Parent and its Subsidiaries; provided that such Parent and its Subsidiaries may transfer drug delivery technologies or any person who was an employee of other assets to such acquiror even if such acquiror uses such assets in a Competing Product, so long as the Company drug delivery technologies or other assets transferred by such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as Parent and its Subsidiaries do not themselves comprise a consultant or with which the Executive is then otherwise affiliatedCompeting Product.

Covenant Not to Compete. Executive hereby covenants thatEmployee will, as a result of this employment, be responsible for the executive management and direction of substantial business resources and assets of Employer and its affiliates and will develop additional contacts and relationships with numerous individuals, executives, companies, insurers, providers and health maintenance organizations which are also involved in the managed healthcare business. Such individuals and organizations will have business and contractual relationships with Employer or its affiliates that will be a valuable asset thereof. Employee therefore agrees as follows: (a) For a period of eighteen six (186) months next after termination of this Agreement, Employee will not become employed by, own, operate, manage, or provide consulting services to any business that provides the same type of services as Employer currently provides in the states where Employer is providing services as of the date of termination of this Agreement. (b) For a period of twelve (12) months after termination of this Agreement, Employee will not solicit any hospital, clinic, healthcare facility or other client having a contractual or business relationship with Employer or of any subsidiary of Employer, or of any prospect or potential client to which a marketing proposal or presentation was made within six (6) months of termination, and of which Employee was aware, involving the provision of healthcare services, which solicitation would be for the purpose of providing healthcare or healthcare related services. (c) For a period of twelve (12) months following the Determination Date (termination of this Agreement, Employee will refrain from any activity of any nature intended or such shorter period for which reasonably calculated to result in the Company continues to be owned termination or operated by cancellation of any contractual or business arrangement between the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company Employer or any subsidiary of the Company (whether as a proprietorEmployer, partner with anotherand any insurer, shareholderclient, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living facility or other markets then served by the Company business or such subsidiaryentity. (d) Employee shall notify any entity or organization of which he is a director, except as a proprietorsignificant shareholder (or other equity owner), manager, general partner, shareholderexecutive officer or as to which he is otherwise a controlling party or over whom he exerts significant influence (an "Affiliate") of the provisions of Sections 7, employee 8 and 9 of this Agreement, and Employee will not cause or consultant permit such Affiliate to engage in or to the Company or any entity controlled by, controlling or activity that would be prohibited for Employee personally under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply this Agreement. (without affecting the obligations hereinafter contained e) Nothing in this section 3.1 Agreement shall prevent Employee from making passive investments in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant third parties so long as such investments do not require Employee to section 1.4 hereof. Executive agrees that he will not at perform any time disclose to services in connection with any person or other entity who or which is, or reasonably may be expected to be, such investments in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedthird parties.

Covenant Not to Compete. Executive hereby (a) Seller covenants that, and agrees that for a period of eighteen three (183) months next years following the Determination Date Closing Date, neither Seller nor any Affiliates of Seller (excluding any employee or such shorter period for which the Company continues to be owned pension fund or operated by the Parent or its affiliates), Executive shall not be engaged or interested other similar Person acting in any business which competesa fiduciary capacity) shall, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorprincipal, partner, shareholderagent, employee, consultant, stockholder, or otherwise, anywhere in the world (the "Territory"), engage, directly or indirectly, in the manufacture or sale of Memory Products. Seller also covenants and agrees that for a period of five (5) years following the Closing Date, neither Seller nor any Affiliate of Seller (excluding any employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person pension fund or other entity who similar Person acting in a fiduciary capacity) shall, directly or which isindirectly, as a principal, partner, agent, employee, consultant, stockholder, or reasonably may be expected to beotherwise, anywhere in the Territory, engage, directly or indirectly, in competition with the Company manufacture or its affiliates, sales of Memory Products through a foundry or exercise any confidential information "have made" rights granted in the Cross-License Agreement for the manufacture or trade secrets sale of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, Memory Products; provided, however, that Seller may fulfill its contractual obligations effective -------- ------- as of the date hereof in accordance with the terms of the Transition Agreement, as amended to the date hereof. (b) Buyer and Seller acknowledge and agree that compliance with the covenant contained in this Section 6.25 is necessary to protect Buyer and its Subsidiaries and that a breach of such covenant would result in irreparable and continuing damage for which there would be no adequate remedy at law. Seller agrees that in the event of any breach of said covenant, Buyer shall be entitled to injunctive relief and to such other and further relief as is proper under the circumstances. Seller agrees that this restriction on competition shall be deemed to be a series of separate covenants not-to-compete for each year within the three-year and five-year periods of non-competition and separate covenants not-to-compete for each state within the United States and each country in the world. If any court of competent jurisdiction shall determine the foregoing shall not prevent Executive from responding covenant to be unenforceable with respect to the request term thereof or the scope of a governmental agency the subject matter or pursuant geography covered thereby, then such covenant shall nonetheless be enforceable by such court against such other party or upon such shorter term or within such lesser scope as may be determined by the court to a court order or as otherwise required by law. For be reasonable and enforceable. (c) In the event that Seller shall be in violation of the aforementioned restrictive covenants, then the time limitation thereof shall be extended for a period of one time during which such breach or breaches shall occur. (1d) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, Seller covenants on behalf of any employer itself and each member of the ExecutiveSeller Group not to use, or to sell, assign or otherwise extend the benefits to any Person from any Non-Assignable Contract in a manner which is competitive with the Business as owned and operated by Buyer. Notwithstanding the foregoing: (i) Seller or its Affiliates may acquire a controlling interest in, or a majority of the assets of, any Person having not more than 5% of its sales (based on behalf its latest annual audited financial statements) attributable to the manufacture or sale of Memory Products; provided, however, that Seller shall, and shall cause its Affiliates, to use -------- ------- commercially reasonable efforts to promptly divest itself of or shutdown that portion of the operations of such Person engaged in the manufacture or sale of Memory Products; (ii) Seller or its Affiliates may acquire up to 2% of the outstanding capital stock or other ownership interest in any entity with which Person engaged principally in the Executive is acting as manufacture or sale of Memory Products having a consultant class of equity securities listed on any national or with which international securities exchange; and (iii) Seller or its Affiliates may engage in the Executive is then otherwise affiliatedassembly, packaging and/or sale of Memory Products for sale to customers solely for use in military and aerospace applications.

Covenant Not to Compete. Executive hereby (a) As an inducement for Buyer to enter into this Agreement, Seller covenants and agrees that, for a the period from the Closing Date through the fifth anniversary of eighteen (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates)Closing Date, Executive shall not be engaged or interested in neither Seller nor any business which competesof Seller’s Affiliates shall, directly or indirectly, with anywhere in the publicationworld: (i) manufacture, membership market, sell or retail businesses distribute (A) over-the-counter hCG detection test products that operate in a Rapid Manner; (B) single use disposable test strips (“Single Use Strips”) that operate in a Rapid Manner and measure any of the Company analytes measured by the Products and are visually read without the aid of a meter; or (C) Single Use Strips that operate in a Rapid Manner and measure any of the analytes measured by the Products and are measured using a meter other than an Excepted Reader (each, a “Competing Product”); (ii) act as a sales or marketing representative with respect to any Competing Product; (iii) act as a consultant with respect to the developing, manufacture, marketing, selling or distribution of any Competing Product; or (iv) license or lend its name to any Person for use in the marketing, selling or distributing of a Competing Product. (b) Notwithstanding Section 7.5(a), Seller or any subsidiary of Seller’s Affiliates may: (i) acquire and hold Parent Common Stock; (ii) hold up to 20% of the Company outstanding equity of any Person that engages in an activity that would otherwise violate Section 7.5(a); provided that, for the avoidance of doubt, if such Person is an Affiliate of Seller, this non-compete shall apply to said Person; (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, anotheriii) acquire any Person that engages in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Companyan activity that would otherwise violate Section 7.5(a), provided that any such activity ceases (through the sale of assets or otherwise) within 180 days of such acquisition; or (iv) engage in any activity that would otherwise violate Section 7.5(a) if the employment of Executive such activity is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance being conducted pursuant to section 1.4 hereof. Executive Section 4.2 or any of the Other Agreements; or (v) engage in any activity that would otherwise violate Section 7.5(a) in any geographic region specified on Schedule 7.5 hereto following written notice from Parent or Buyer to Seller that Parent and Buyer are selling and intend to sell none of the Products (or products similar to the Products) in such specified geographic region (which notice Parent agrees that he will not to give if such is reasonably expected to be the case, at any time disclose and from time to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliatestime, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, subsequent six months); provided, however, the foregoing shall not prevent Executive from responding that Parent or Buyer may thereafter send a subsequent written notice to Seller of Parent’s or any of its Affiliate’s intention to begin selling one or more Products or one or more products similar to the request Products in such geographic region, in which event Seller and Seller’s Affiliates shall thereafter cease engaging in activity otherwise in violation of a governmental agency Section 7.5(a) in such geographic region within 180 days of such written notice; provided, further, however, that for purposes of such prohibition “Competing Products” will be deemed to include only Competing Products measuring the same analytes as those measured by the products Parent has notified Seller that it or pursuant its Affiliates intend to a court order or as otherwise required by law. For a period of one sell in such geographic region, rather than all Competing Products. (1c) year following the Determination Date, Executive agrees Seller covenants not to offer employment touse the registered trademark “Abbott TestPack” in connection with the marketing, not to discuss the nature sale or distribution of any prospective employment opportunities withproduct, and not to otherwise solicit or license such trademark for any employee of the Company or such subsidiary (use, except as contemplated by this Agreement or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedOther Agreement.

Covenant Not to Compete. Executive (a) Consultant hereby covenants acknowledges and recognizes the highly competitive nature of the business of Parent and Parent Bank and accordingly agrees that, during and for a the applicable period of eighteen (18set forth in Section 6(c) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated hereof, Consultant shall not, except as otherwise permitted in writing by the Parent or its affiliates), Executive shall not and the Parent Bank: (i) be engaged or interested in any business which competesengaged, directly or indirectly, with the publicationeither for his own account or as agent, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietorconsultant, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietoremployee, partner, shareholderofficer, employee director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or consultant otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isfinancial services industry, or reasonably may be expected to be, (2) any other activity in competition with the Company which Parent or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company Parent Bank or any of their respective affiliatessubsidiaries are engaged during the Consulting Term, in any county and contiguous county in which, during the contents Consulting Term, a branch location, office, loan production office, or trust or asset and wealth management office of any customer lists of the CompanyParent, any subsidiary of the Company Parent Bank, Pocono or any of their respective affiliates or the general needs of the customers subsidiaries are located ("Non Competition Area"); (ii) provide financial or other contracting parties with assistance to any person, firm, corporation, or enterprise engaged in (1) the Companybanking (including bank holding company) or financial services industry, or (2) any subsidiary of the Company other activity in which Parent, Parent Bank, Pocono or any of their respective affiliatessubsidiaries are engaged during the Consulting Term, providedin the Non Competition Area; (iii) directly or indirectly solicit persons or entities who were customers or referral sources of Parent, howeverParent Bank, Pocono, or their subsidiaries to become a customer or referral source of a person or entity other than Parent, Parent Bank or their subsidiaries; or (iv) directly or indirectly solicit employees of Parent, Parent Bank, Pocono or their subsidiaries who were employed within three (3) years of the expiration of the Consulting Term to work for anyone other than Parent, Parent Bank or their subsidiaries. (b) It is expressly understood and agreed that, although Consultant and Parent and Parent Bank consider the restrictions contained in Section 6(a) hereof reasonable for the purpose of preserving for Parent EXECUTION COPY and Parent Bank and their subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 6(a) hereof is an unreasonable or otherwise unenforceable restriction against Consultant, the foregoing provisions of Section 6(a) hereof shall not prevent Executive from responding be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this Section 6 shall be applicable, commencing on the request date of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following this Agreement and ending on the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee third anniversary of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Effective Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants thatIn exchange for the payment by Purchaser to the Seller Shareholders of Two Million Dollars ($2,000,000) in immediately available funds (the "Non-Competition Payment") in accordance with Schedule 7.6, and as part of the transactions described in this Agreement, the Sellers and the Seller Shareholders each separately agree, for a period of eighteen (18) months next following five years after the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates)Closing Date, Executive shall not be engaged or interested in any business which competesto, directly or indirectly, own, manage, operate, join or control, or participate in ownership, management, operation or control of, any business whether in corporate, proprietorship or partnership form or otherwise as more than a one percent owner in such business where such business is competitive with the publication, membership or retail businesses Business and is within a 300-mile radius of the Company Sellers' facilities used in the Business or any subsidiary in the operation of the Company (whether Assets as of the Closing Date. The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. The Seller and the Seller Shareholders acknowledge that this covenant not to compete is being provided as an inducement to Purchaser to acquire the Business and the Assets and that this Section 7.6 contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a proprietor, partner with another, shareholder, agent greater restraint than is necessary to protect the goodwill or consultant of, employee other business interest of or lender to, another) Purchaser in the recreational vehicleBusiness. Whenever possible, campingeach provision of this Section 7.6 shall be interpreted in such a manner as to be effective and valid under applicable law, outdoor living but if any provision of this Section 7.6 is prohibited by or other markets then served by the Company or invalid under applicable law, such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or provision shall be ineffective to the Company extent of such prohibition or invalidity, without invalidating the remaining provisions of this Section 7.6. If any entity controlled byprovision of this Section 7.6 is, controlling for any reason, judged by any court of competent jurisdiction to be invalid or under common control with the Companyunenforceable, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant such judgment shall not apply (without affecting affect, impair or invalidate the obligations hereinafter contained remainder of this Section 7.6 but shall be confined in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding operation to the request provision of a governmental agency this Section 7.6 directly involved in the controversy in which such judgment has been rendered. If the provisions of this Section 7.6 are ever deemed to exceed the time or pursuant geographic limitations permitted by applicable laws, then such provisions shall be reformed to a court order the maximum time or as otherwise required geographic limitations permitted by applicable law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants that(a) As an inducement for OH+R to enter into ----------------------- this Agreement and to sell the Joint Venture Interest, for a period of eighteen (18) months next following from the Determination Date Closing Date, except as OH+R may otherwise consent in writing, the Argosy Parties shall not, directly or indirectly, as principal, agent, partner, member, shareholder, trustee, consultant, independent contractor or otherwise: (i) manage, operate, control or such shorter period for which the Company continues to otherwise be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any manner affiliated or connected with, or engage or participate in the management, operation or control of any business or entity which as one of its business activities competes, directly or indirectly, with OH+R or any professional corporation or clinic with which OH+R has contracted to provide management services in providing occupational and rehabilitative health services within New England (Connecticut, Massachusetts, Rhode Island, New Hampshire, Vermont and Maine); or (ii) own, participate in the publicationownership of, membership lend money, guarantee loans, make gifts of money or retail businesses other property, or otherwise lend financial or other assistance in any form to any person, firm, association, partnership, venture, corporation or other business entity which is engaged, or will within the period prescribed above engage in any of the Company or any subsidiary activities prohibited by clause (i). It is intended that this covenant shall supersede in its entirety Article 10 of the Company (whether Partnership Agreement, which Article 10 shall be of no further force or effect as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or it relates to OH+R subsequent to the Company Closing Date. (b) Notwithstanding subparagraph (a), if a current customer of Argosy LP or any entity controlled bythe Joint Venture other than Liberty Mutual whose principal office is outside of New England requests in writing that Argosy LP or the Joint Venture, controlling as the case may be, provide services to such customer within New England, Argosy LP or under common control with the CompanyJoint Venture, as the case may be, shall so notify OH+R in writing, and Argosy LP or the Joint Venture, as the case may be, may render such services provided that if (i) such services are rendered by OH+R's personnel retained for such purposes, and (ii) Argosy LP or the employment of Executive is terminated by Joint Venture, as the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably case may be expected to be, pays to OH+R on a monthly basis an amount equal to the direct costs incurred by OH+R in competition with the Company or its affiliates, any confidential information or trade secrets providing such personnel plus fifty percent (50%) of the Companyoperating profits received by Argosy LP or the Joint Venture, any subsidiary as the case may be, with respect to such services for such customer in New England. In determining operating profits, no deduction shall be taken for management fees, overhead allocations, depreciation, interest, amortization, taxes and similar non-operating expenses. A detailed accounting of such operating profits shall be provided to OH+R for its review and approval. OH+R shall be permitted upon its request to inspect the Company books and records of Argosy LP or any the Joint Venture, as the case may be, and to ask questions of their respective affiliatespartners with respect to such services and the operating profits generated thereby. (c) In furtherance of this Section 9.3 and without any additional consideration therefor (except as provided below), the contents Joint Venture shall assign, convey, transfer and deliver to Purchaser on the Closing Date those assets of the Joint Venture utilized by the Joint Venture in the operation of the Business in New England, which assets are in the possession of OH+R on the Closing Date (the "NEW ENGLAND ASSETS"), free and clear of all Liens, and the Argosy Parties shall permit OH+R to continue to use those licenses, forms and procedures utilized by the Joint Venture in the operation of the Business in New England prior to the Closing Date. The Argosy Parties shall pay all Transfer Taxes arising out of or incurred in connection with the transfer of the New England Assets pursuant to this Agreement. The Argosy Parties shall be entitled to a credit against the Purchase Price in the amount of $5,500 in full payment for the New England Assets. At any time and from time to time after the Closing Date, the Joint Venture will execute and deliver such other instruments of conveyance and transfer as OH+R reasonably may require more effectively to convey to, transfer to, and vest in OH+R, or to put OH+R in possession of, any or all of the New England Assets. Nothing herein shall constitute an assumption by OH+R of any customer lists liabilities of the Company, any subsidiary Argosy Parties with respect to the operation of the Company or Business in New England prior to the Closing Date. (d) In furtherance of this Section 9.3 and without any of their respective affiliates or additional consideration therefor, the general needs Joint Venture shall assist OH+R as OH+R may reasonably request in transitioning the current customers of the Business in New England from the Joint Venture to OH+R (including joint communications to such customers concerning the transition so that there is no interruption in current services or other contracting parties with in the Company, any subsidiary continuity of care) and shall use reasonable efforts to encourage each of the Company or current customers to continue doing business with OH+R after the Closing Date. No communication regarding the transition shall be made by the Argosy Parties to any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee current customer of the Company or such subsidiary (or any person who was an employee Business without the involvement and prior approval of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.OH+R.

Covenant Not to Compete. Executive (a) In consideration of the premises and as a material inducement for the Triad Member and the DHCC Member to enter into this Agreement and consummate the transactions contemplated hereby covenants thatand by the Contribution Agreement, each Member and their respective Affiliates agrees that while such Member is a member of the Company and for a period of eighteen three (183) months next following years thereafter, it will not (other than through the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliatesCompany), Executive shall not be engaged or interested in any business which competes, directly or indirectly, in any capacity, own, manage, operate, control or maintain or continue any interest whatsoever with any Competing Business except in accordance with Section 10.1(b). (b) The Member or its Affiliate desiring to directly or indirectly, in any capacity, own, manage, operate, control or maintain or continue any interest whatsoever with any Competing Business shall provide the publicationCompany sixty (60) days prior written notice describing the proposed activity or service (including its location), membership and including a proposed plan of implementation and financing and any other information requested by the Board of Directors In the event that the Board of Directors, after considering the proposed activity or retail businesses service, does not vote within the sixty (60) day notice period to pursue the opportunity (and the Member which presents the opportunity or its representatives on the Board of Directors shall not have been the cause of the Company or any subsidiary not pursuing the opportunity, for example, by voting “against approval’ of the Company (whether as a proprietoropportunity, partner with anotherabstaining from voting or not voting), shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or neither Member nor any of their respective affiliatesAffiliates may pursue the opportunity. Notwithstanding the foregoing, if the contents Board of Directors fails to approve the acquisition of Integris Baptist Medical Center or Mercy Hospital, either Member (or their Affiliates) may pursue such opportunity. (c) Notwithstanding Section 10.1(a), DHCC and its Affiliates (i) may own stock in any customer lists publicly held corporation listed on a national securities exchange or whose stock is regularly traded in the over the counter market as long as such holding at no time exceeds five percent (5%) of the Companytotal outstanding stock of such corporation; (ii) may continue to own and operate the businesses, any subsidiary described on Schedule 10.1(c); and (iii) shall not be precluded from participating in activities that promote health care services for residents of the Company Communities historically served by DHCC or any of their respective affiliates its Affiliates, one or more clinics or facilities at which free (or discounted based on the general needs of the customers patient’s income, or ability to pay) health care goods or services, are provided, or one or more homes or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding facilities devoted primarily to the request care of a governmental agency expectant mothers or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedadoption-related services.

Covenant Not to Compete. Executive hereby covenants that, During Executive’s employment with the Company and for a period of eighteen no less than six (186) months next following up to a maximum of twelve (12) months thereafter (as elected by Company in accordance with this Section 3 and the Determination Date Side Letter) (or such shorter period for which period, the Company continues to be owned or operated by the Parent or its affiliates“Non-Compete Period”), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company whether as an employee or any subsidiary of the Company (whether other capacity, including without limitation as a proprietor, partner with another, shareholder, agent service provider: (a) supply or consultant of, employee of operate an internet gambling or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to besports betting platform, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of jurisdiction in which the Company or any of their respective affiliatesthe Gaming Companies is licensed or has currently-then applied for a license (which shall include responding or preparing proposals responsive to requests for proposals for any jurisdictions) during the term of Executive’s employment with Company (each an “Online Offering”) , the contents of be employed by, work for, provide gambling industry related advice or services for, obtain any customer lists of the Companyownership interest in (other than up to a two percent (2%) interest in any publicly traded entity), or consult with any subsidiary of person or entity that is offering, or has announced or publicly indicated that it will offer an Online Offering that competes or will compete with an Online Offering offered by the Company or any of their respective the Gaming Companies (each, a “Competing Business”). For purposes of clarification, products and services exclusively associated with social gaming and marketing affiliates are expressly excluded from the definition of Online Offering. The restrictive covenant specified in this Section 3 shall apply for the period of time (either six (6) months or twelve (12) months post-employment) that Company elects, in its sole discretion, to pay severance payments to Executive as specified in the general needs Side Letter. For such time period, in consideration of the customers or other contracting parties restrictive covenant in Section 3 of this Agreement, Company shall continue to pay to Executive his then-current Base Salary in accordance with the Company, any subsidiary terms of the Side Letter, and Executive will remain eligible to continue participating in any regular employee medical benefits offered by the Company and the Company’s 401(k) plan., each in accordance with the terms of the Side Letter. Notwithstanding anything contrary in the foregoing, if Executive’s employment with the Company is terminated for Cause (as defined in the Side Letter), the restrictions of this Section 3 shall apply to Executive for a period of twelve (12) months without the Company having any obligation to pay Executive the Base Salary or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as other amounts (unless otherwise required by applicable law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated).

Covenant Not to Compete. Executive hereby covenants that, for For a period of eighteen four (184) months next following years from and after the Determination Date (or such shorter period for which the Company continues to be owned or operated by Closing Date, neither the Parent nor the Seller shall engage directly or its affiliates), Executive shall not be engaged or interested indirectly in any business which competes, directly or indirectly, with the publication, membership or retail businesses that any of the Company or and its Subsidiaries conducts as of the Closing Date in any subsidiary geographic area in which any of the Company (whether and its Subsidiaries conducts that business as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, Closing Date (a "Competitive Business"); provided, however, that (i) the foregoing Parent and the Seller may own no more than 5% of the outstanding stock of any publicly traded corporation engaged in a Competitive Business, (ii) the Parent and the Seller shall not prevent Executive be prohibited from responding acquiring another Person, so long as such Person's revenue from a Competitive Business in the fiscal year immediately preceding such acquisition is less than 15% of such Person's total annual revenue in such fiscal year and Parent and Seller use commercially reasonable efforts to divest such Competitive Business as promptly as practicable after such acquisition, and (iii) the request Parent and the Seller shall not be prohibited from acquiring as a creditor in bankruptcy or otherwise than by a voluntary investment decision a Person engaged in a Competitive Business so long as Parent and Seller use commercially reasonable efforts to divest such Competitive Business as promptly as practicable after such acquisition. If the final judgment of a governmental agency court of competent jurisdiction declares that any term or pursuant provision of this (S)6(e) 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 court order term or as otherwise required by law. For a period provision that is valid and enforceable and that comes closest to expressing the intention of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities withinvalid or unenforceable term or provision, and not to otherwise solicit any employee this Agreement shall be enforceable as so modified after the expiration of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary time within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedjudgment may be appealed.

Covenant Not to Compete. Executive hereby covenants thatIn consideration of the purchase of the Assets and Business by PSC, for a period of eighteen five (185) months next following years from and after the Determination Date Closing Date, Seller and each Shareholder severally agrees that it and he will not: (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, a) directly or indirectly, alone or in conjunction with the publicationothers, membership engage in, manage, operate, control, conduct, consult for or retail businesses of the Company or any subsidiary of the Company (whether as be employed in a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled management capacity by, controlling provide services to or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained invest in this section 3.1 in respect of disclosures any business or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, venture in competition with the Company Business or its affiliatesthe Medical Practice in the No-compete Territory (as defined below); provided however, any confidential information or trade secrets that ownership of less than 1% of the Companyoutstanding stock of any publicly traded corporation or ownership of more than 1% of Parent Common Stock shall not by itself be deemed to violate this clause; (b) within the No-compete Territory directly or indirectly, solicit or attempt to solicit any subsidiary customer or client of the Company PSC or Parent or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company PSC managed practice or any patient of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company NAENT or any PSC managed practice, where the purpose of their respective affiliatessuch solicitation is to provide or have the party being solicited provided with products or services competitive with those provided by PSC or Parent or any PSC managed medical practice; or (c) solicit, provided, however, the foregoing shall not prevent Executive from responding hire away or employ or attempt to the request of a governmental agency solicit or pursuant to a court order hire away or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit employ any employee of the Company PSC or such subsidiary (Parent or NAENT or any person who was an employee PSC managed practice. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 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, 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 Company invalid or such subsidiary unenforceable term or provision, and this Agreement shall be enforceable as so modified. As used herein, the term "No-compete Territory" shall mean all areas within one hundred eighty an eight (180) days 8) mile radius of each of the Determination Date) office locations of Seller listed on his own behalfExhibit 7.5. The Parties agree that the restraints set forth above in this Section 7.5 are reasonable in respect to subject matter, length of time and geographic area. Seller and each Shareholder agrees that the restrictions on behalf of any employer their activities contained in this Section are reasonable and necessary to enable PSC to obtain the full value of the ExecutiveAssets and the Business and to protect the goodwill and relationships, on behalf economic advantage and other legitimate interests of PSC and Parent, and that, were it, he or she to breach any entity with which of the Executive is acting covenants contained in this Section 7.5, PSC would be harmed and the damage to PSC would be irreparable. Accordingly, Seller and the Shareholders acknowledge and agree that, as PSC's legal remedies may be inadequate in the event of a consultant breach of the covenants in this Section 7.5, in addition to damages and other remedies available to PSC, such covenants may be enforced by injunction or with which the Executive is then otherwise affiliatedother equitable remedies.

Covenant Not to Compete. Executive hereby covenants thatUpon termination of Employee without cause, Employee shall not, for a period of eighteen time equal to the greater of (18i) months next following the Determination Date balance of the term of this contract if it had expired by its term without early termination or (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competesii) one year, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietorprincipal, partner with anothermanager, shareholderagent, agent or consultant ofconsultant, employee of or lender toofficer, another) in the recreational vehicledirector, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorstockholder, partner, shareholderinvestor, employee lender or consultant employee, or in any other capacity, carry on, be engaged in or employed by or be a consultant to or to have any financial interest in any other casino or gaming operation of any kind conducting business within one hundred (100) miles of any gaming facility principally owned or controlled by Jack X. Xxxxxx, Xxployer, or Employer's subsidiaries or related companies, unless such gaming facility is located in Las Vegas, Reno, Lake Tahoe or Atlantic City. Employer and Employee agree that such covenant not to compete is a condition of Employee's employment and that the Company covenant not to compete has been given by Employee to Employer for full and adequate consideration. If Employee ceases to be employed by Employer, because Employer terminates Employee with cause or because this Agreement expires by its terms, Employee shall not, for a period of time equal to six months, directly or indirectly, whether as principal, manager, agent, consultant, officer, director, stockholder, partner, investor, lender or employee, or in any entity other capacity, carry on, be engaged in or employed by or be a consultant to or to have any financial interest in any other casino or gaming operation of any kind conducting business within one hundred (100) miles of any gaming facility principally owned or controlled byby Jack X. Xxxxxx, controlling Xxployer, or under common control with Employer's subsidiaries or related companies, unless such gaming facility is located in Las Vegas, Reno, Lake Tahoe or Atlantic City. Employer and Employee agree that such covenant not to compete is a condition of Employee's employment and that the Companycovenant not to compete has been given by Employee to Employer for full and adequate consideration. Nothing contained herein shall prohibit Employee from owning or holding stock in casino or gaming operation wherever located, provided that if such the employment of Executive entity or entities operating and/or owning said gaming or casino operation is terminated publically traded and the stock owned or held by the Company without Cause, the foregoing covenant shall Employee does not apply constitute more than one percent (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive1%) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary outstanding equity interest of the Company said gaming or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedcasino operation.

Covenant Not to Compete. Executive hereby covenants In furtherance of the ----------------------- transactions contemplated hereunder and more effectively to protect the value and goodwill of the assets and business of the Company to be acquired hereby, Stockholder and Parent covenant and agree that, for a period of eighteen (18) months next five years following the Determination Date Closing Date, neither Stockholder or Parent, nor any Affiliate of Stockholder or Parent, will: (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, a) directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company indirectly (whether as a proprietorprincipal, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietoragent, partner, shareholder, employee equity holder or consultant in or to the Company or any entity controlled by, controlling or under common control otherwise) compete with the Company, provided that if the employment of Executive is terminated Buyer by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which isoperating a Prepaid Dental Insurance Plan, or reasonably may be expected otherwise own, manage, operate, control, participate in, perform services for or otherwise carry on, a business similar to be, or in competition with the business of the Company anywhere in the States of Missouri or its affiliatesIllinois; (b) induce or attempt to persuade any employee, agent or customer of the Company to terminate such employment, agency or business relationship; or (c) except as required by law or regulation, or pursuant to subpoena or any action by a court or regulatory body, divulge or make use of any trade secrets or other confidential information or trade secrets of the Company, any subsidiary of the Company 's business other than to disclose such secrets and information to Buyer or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, its Affiliates; provided, however, the foregoing that paragraphs (a) and (b) shall not be applicable to -------- ------- Persons that become Affiliates of Parent or Stockholder through a transaction which changes the majority ownership of Parent or Stockholder. Without limiting the right of Buyer to pursue other legal and equitable rights available to it for violation of this Section 7.1 by ----------- Stockholder or Parent, it is agreed that other remedies cannot fully compensate Buyer and the Company for such violation and that Buyer and the Company shall each be entitled to injunctive relief to prevent Executive from responding violation or continuing violation thereof. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.1, any term, restriction, covenant or promise in this Section 7.1 is ----------- ----------- found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the request extent necessary to make it enforceable by such court or agency. Notwithstanding the foregoing, the obligations of a governmental agency or pursuant to a court order or as otherwise required by law. For a Stockholder and Parent hereunder shall terminate in the event that, at any time during the five- year period of one (1) year following the Determination Closing Date, Executive agrees not Buyer or any Affiliate thereof acquires control of or otherwise begins to offer employment tooperate any organization that provides, not to discuss reimburses or indemnifies against the cost of, or arranges for the provision of medical and related services of the nature of any prospective employment opportunities withcurrently provided by Parent and Stockholder, other than dental and not to otherwise solicit any employee related services of the Company nature currently provided by Buyer or such subsidiary (or any person who was an employee the Company; provided, however, that this paragraph shall -------- ------- not be applicable to Persons that become Affiliates of Buyer through a transaction which changes the Company or such subsidiary within one hundred eighty (180) days majority ownership of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedBuyer.

Covenant Not to Compete. In the event the Executive's employment with the Employers is terminated for any reason prior to the expiration of the Employment Period (except as set forth below), the Executive hereby covenants that, and agrees that for a period of eighteen (18) months next two years following the Determination Date date of her termination of employment with the Employers (or, if less, for the period beginning with the date of her termination and ending on the last day of the Employment Period), she shall not, without the written consent of the Employers, become an officer, employee, consultant, director or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company, or any direct or indirect subsidiary or affiliate of any such shorter period for entity, that entails working within any county in which the Company continues to be owned or operated the Bank maintains an office as of the date of termination of the Executive's employment. In addition, in the event of a breach by the Parent or its affiliates), Executive shall not be engaged or interested in of any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary provisions of this Section 14, the Executive acknowledges that the Employers will seek to recoup the amounts paid to the Executive pursuant to Section 9(b)(ix) of this Agreement, up to the full value reasonably assigned to the breach of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee non-competition provisions of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served this Section 14 by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the CompanyEmployers, provided that if no such action may be taken without the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless Employers providing the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any less than twenty (20) days written notice of their respective affiliates, intent to take such action and giving the contents of any customer lists of Executive the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding right to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one cure such breach within ten (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (18010) days of the Determination Date) on his own behalfExecutive’s receipt of such notice. In addition, on behalf the Employers may avail themselves of such other remedies that may be available to them as a result of any employer breach of this Section 14 by the Executive, on behalf of any entity with which such remedies to be cumulative and not mutually exclusive. This section shall not be applicable if the Executive Executive's employment is acting terminated upon or within one year subsequent to a Change in Control, provided that such termination is for reasons other than Cause as a consultant or with which the Executive is then otherwise affiliateddefined in Section 10(a)(i) hereof.

Covenant Not to Compete. Executive hereby covenants that, for a period Without the express written consent of eighteen the ”Required Approver” (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliatesas defined in Section 6), Executive shall not be engaged or interested during the “Restricted Period” (as defined in any business which competesSection 6), I will not, directly or indirectly, with be employed by, provide services to, or advise a “Restricted Company” (as defined in Section 6), whether as an employee, advisor, director, officer, partner or consultant, or in any other position, function or role that, in any such case, (i) oversees, controls or affects the publicationdesign, membership operation, research, manufacture, marketing, sale or retail businesses distribution of “Competitive Products or Services” (as defined in Section 6) of or by the Restricted Company, or (ii) would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c)) of the Company Corporation (including but not limited to technical information or any subsidiary intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation, information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Company Corporation. I acknowledge and agree that: (whether as a proprietorA) enforcement of this PECA pursuant to Sections 1(a)(i) and (ii) is necessary to protect, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or among other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Causeinterests, the foregoing covenant Corporation’s trade secrets and other Confidential or Proprietary Information, as defined by Section 1(c); and (B) Section 1(a)(i) and (ii) shall not apply (without affecting to me if I am a resident of or work in California or if I work and/or reside in any other state or jurisdiction that prohibits or otherwise bans such a covenant between the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations Corporation and me. To the extent permitted by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will applicable law, including but not at any time disclose limited to any person or other entity applicable rules governing attorney conduct (such as the ABA Model Rules of Professional Conduct and state versions thereof), Sections 1(a)(i) and (ii) and Section 1(b) relating to non-solicitation, shall apply to individuals who or which isare employed by the Corporation in an attorney position and whose occupation during the Restricted Period does not include practicing law. In lieu of Section 1(a)(i) and (ii), or reasonably may be expected as well as Section 1(b) relating to benon-solicitation, the following Section 1(a)(iii) shall apply to individuals who are employed by the Corporation in competition an attorney position, and whose occupation during the Restricted Period includes practicing law. (iii) Post-Employment Activity As a Lawyer – I acknowledge that as counsel to the Corporation, I owe ethical and fiduciary obligations to the Corporation and that at least some of these obligations will continue even after my Termination Date (as defined in Section 6) with the Company Corporation. I agree that after my Award Date: February 23, 2022 Termination Date I will comply fully with all applicable ethical and fiduciary obligations that I owe to the Corporation. To the extent permitted by applicable law, including but not limited to any applicable rules governing attorney conduct, I agree that I will not: (a) Represent any client in the same or its affiliates, any a substantially related matter in which I represented the Corporation where the client’s interests are materially adverse to the Corporation; or (b) Disclose confidential information or trade secrets relating to my representation of the CompanyCorporation, any subsidiary including the disclosure of information that is to the disadvantage of the Company Corporation, except for information that is or any of their respective affiliatesbecomes generally known. The Corporation’s Senior Vice President, the contents of any customer lists of the CompanyGeneral Counsel, any subsidiary of the Company or any of their respective affiliates and Corporate Secretary or the general needs of General Tax Counsel, as applicable, will determine in their discretion whether an individual is employed by the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was Corporation in an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedattorney position.

Covenant Not to Compete. Executive hereby 6.5.1 The Seller covenants and agrees that, if the Closing is consummated and except as permitted under this section, for a period of eighteen (18) months next following five years after the Determination Date (Closing Date, it will not and will cause its Affiliates not to market, sell or such shorter period for provide or offer to sell or provide goods or services falling in the scope of the Business to third parties in any location in which the Company continues or any Subsidiary or Affiliate of the Company engages in such business as of the day before the Closing Date. It is the desire and intent of the Parties that the provisions of this section shall be enforced to the fullest extent permitted under the laws and public polices of each jurisdiction in which enforcement is sought. If any court determines that any provision of this section is unenforceable, such court shall have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be owned or operated by enforceable. It is the Parent or its affiliates), Executive intention of the Parties that the foregoing restrictions shall not be engaged terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to only apply with respect to the operation of this section in the jurisdiction of the court that has made the adjudication. 6.5.2 For the avoidance of doubt nothing in this Article shall be construed as prohibiting the Seller or interested in any of its Affiliates from conducting any activity or business which competesrelated to web management and electronic commerce. 6.5.3 The Seller covenants and agrees that, if the Closing is consummated, for a period of five years after the Closing Date, it will not, and will cause its Affiliates not to, directly or indirectly, with the publicationsolicit for employment, membership either as an employee or retail businesses of the Company or consultant, any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the CompanyPurchaser, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of Subsidiaries to become an employer or consultant or otherwise provide services to the Company, any subsidiary of the Company Seller or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, its Subsidiaries; provided, however, that nothing in this section shall be construed as prohibiting the foregoing shall Seller or any of its Affiliates from conducting any general solicitation (including by placing advertisements in any form or method not prevent Executive targeted at employees or independent contractors of the Purchaser and its Subsidiaries). 6.5.4 With effect from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Contribution Date, Executive agrees not Seller shall file with the Italian tax authorities a request for a certificate limiting the tax liability to offer employment to, not to discuss which the nature of any prospective employment opportunities with, and not to otherwise solicit any employee Company succeeds (jointly with Seller) as a result of the Company or such subsidiary (or any person who was an employee contribution of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedBusiness.

Covenant Not to Compete. Executive hereby covenants that, During the term of this Agreement and for a period of eighteen two (182) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated years after its termination "For Cause by the Parent or its affiliates)Company", Executive shall Physician will not be engaged or interested in any business which competes, directly or indirectly, within the Territory (as hereinafter defined): (1) be employed by, act as an agent, consultant or contractor of, engage in, continue in or carry on any business which competes with the publication, membership or retail businesses Business of the Company or any subsidiary business of the Company (whether as a proprietor, partner with another, shareholder, agent PainCare or consultant of, employee any of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or its subsidiaries that is substantially similar to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets Business of the Company, including owning or controlling any subsidiary financial interest in any corporation, partnership, firm or other form of business organization which is so engaged; (2) be employed by, consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of the Company or PainCare and its subsidiaries in any of their respective affiliates, aspect with respect to the contents of any customer lists Business of the Company, including, but not limited to, advertising or otherwise endorsing the products of any subsidiary such competitor; soliciting patients and customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to or engaging in any form of business transaction on other than on an arm's length basis with any such competitor; (3) offer employment to an employee of the Company Company, PainCare or any of their respective affiliates or its subsidiaries, without the general needs prior written consent of the customers Company; or other contracting parties with (4) engage in any practice the purpose of which is to evade the provisions of this covenant not to compete or to commit any act which adversely affects the Company, any subsidiary of the Company PainCare or any of its subsidiaries or their respective affiliates, businesses; provided, however, that the foregoing shall not prevent Executive from responding to prohibit the request ownership of securities of corporations which are listed on a governmental agency national securities exchange or pursuant to a court order or as otherwise required by lawtraded in the national over-the-counter market in an amount which shall not exceed 5% of the outstanding shares of any such corporation. For a period The parties agree that the geographic scope of one (1) year following the Determination Date, Executive agrees this covenant not to offer employment to, not compete shall be a fifteen (15) mile radius extending outward from the Clinic's location as it may exist from time to discuss time (the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of "Territory"). The parties agree that the Company or such subsidiary (PainCare, as the case may be, may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person who was an employee person, corporation, firm or entity that purchases all or part of the Company Company's, or PainCare's, business. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such subsidiary within one hundred eighty (180) days of over broad provisions shall be deemed, without further action on the Determination Date) on his own behalf, on behalf part of any employer of person, to be modified, amended and/or limited, but only to the Executive, on behalf of any entity with which extent necessary to render the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedsame valid and enforceable in such jurisdiction.

Covenant Not to Compete. Executive hereby covenants that, for For a period of eighteen two (182) months next following years after the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates)Closing Date, Executive shall Seller will not be engaged or interested in any business which competes, directly or indirectly, within the Territory (as hereinafter defined): (1) be employed by, act as an agent, consultant or contractor of, engage in, continue in or carry on any business which competes with the publication, membership or retail businesses Business of the Company Subsidiary or any subsidiary business of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company PainCare or any of their respective affiliatesits subsidiaries that is substantially similar to the Business of the Subsidiary, including owning or controlling any financial interest in any corporation, partnership, firm or other form of business organization which is so engaged; (2) be employed by, consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of the contents Subsidiary or PainCare or its subsidiaries in any aspect with respect to the Business of the Subsidiary, including, but not limited to, advertising or otherwise endorsing the products of any customer lists such competitor; soliciting patients and customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to or engaging in any form of business transaction on other than on an arm’s length basis with any such competitor; (3) offer employment to an employee of the CompanySubsidiary, any subsidiary of the Company PainCare or any of its subsidiaries, without the prior written consent of PainCare; or (4) engage in any practice the purpose of which is to evade the provisions of this covenant not to compete or to commit any act which adversely affects the Subsidiary, the PainCare or its subsidiaries or their respective affiliates or the general needs of the customers or other contracting parties with the Companybusinesses, any subsidiary of the Company or any of their respective affiliates, excluding Outside Activities provided, however, that the foregoing shall not prevent Executive from responding prohibit the ownership of securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the outstanding shares of any such corporation. The parties agree that the geographic scope of this covenant not to compete shall include the Parish of Terrebonne, Louisiana (the “Territory”). The parties agree that the Subsidiary or PainCare, as the case may be, may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the Subsidiary’s, or PainCare’s, business upon obtaining the prior written consent of Seller which will not be unreasonably withheld. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the request of a governmental agency or pursuant extent necessary to a court order or as otherwise required by law. For a period of one (1) year following render the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, same valid and not to otherwise solicit any employee of the Company or enforceable in such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedjurisdiction.

Covenant Not to Compete. Executive hereby covenants that, for For a period of eighteen two (182) months next following years from and after the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Closing Date, none of Seller, Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, their respective Affiliates under Parent's control will engage directly or indirectly, or invest in, own, manage, operate, finance, control, or guarantee the obligations of any Person engaged, in the distribution of human generic pharmaceutical products or Home Medical Equipment manufactured by other non-Affiliated Persons which compete with the publication, membership or retail businesses Products of the Company Business as conducted as of or during the twelve-month period prior to the Closing Date in any subsidiary geographic area in which the Business conducts its business as of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, Closing Date; provided, however, that, subject to the foregoing provisions of this Section 6(d), it shall not prevent Executive from responding be a violation of this Section 6(d) for Seller or Parent or any of its controlled Affiliates to (i) own any equity securities (or securities convertible into equity securities) of any Person which invests in, manages or operates a business that competes with the Business, in each case provided that such equity securities (or securities convertible into equity securities) represent less than 5% of the outstanding capital stock of such Person and are publicly traded or listed in any securities exchange or automated quotation system, or (ii) acquire all or a majority of the stock or assets of any Person that has a business which has 5% or less of its net income or net sales (or both) in a business competing with the Business; provided, however, to the request extent that Seller and/or Parent acquires such a business, Parent and/or Seller shall use their reasonable best efforts to dispose of the portion of such business that competes with the Business within one year from such acquisition, and, provided, further, that Seller and/or Parent shall, prior to disposing of such competing portion of the acquired business, provide Buyer the first thirty (30) days within which to make a bona fide offer to purchase the same, which Seller and/or Parent shall be free to accept or reject in their sole discretion, or (iii) market, distribute, sell, provide or otherwise transfer (except directly to pharmacies and similar retail outlets) any active pharmaceutical ingredients, any finished antibiotic, antibacterial or fermentation-based pharmaceutical products containing active pharmaceutical ingredients manufactured by Parent or any of its Affiliates or any finished pharmaceutical product manufactured by Parent or any of its Affiliates (including products manufactured for Parent or an Affiliate under a toll or exclusive manufacturing arrangement); or (iv) market, distribute, sell, provide or otherwise transfer any finished pharmaceutical sold under the "Kxxxxx" or other tradename primarily used for branded pharmaceutical products. If the final judgment of a governmental agency court of competent jurisdiction declares that any term or pursuant provision of this Section 6(d) 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 court order term or as otherwise required by law. For a period provision that is valid and enforceable and that comes closest to expressing the intention of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities withinvalid or unenforceable term or provision, and not to otherwise solicit any employee this Agreement shall be enforceable as so modified after the expiration of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary time within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedjudgment may be appealed.

Covenant Not to Compete. Executive (a) The Employee hereby covenants acknowledges and recognizes the highly competitive and confidential nature of the Company's Business, and for the consideration stated above, accordingly agrees that, for a period of eighteen unless the employee is terminated without cause, during the entire period, commencing with the Commencement Date, the Employee's employment by the Company, to include twelve (1812) months next following after the Determination Date (or such shorter period for which termination of the Company continues to be owned or operated by Employee's employment with the Parent or its affiliates)Company, Executive shall Employee will not be engaged or interested in any business which competes, directly or indirectly, with the publicationin any capacity: (i) Engage in any capacity in any business endeavor which has among its purposes and/or endeavors air ambulance services or related businesses within 100 miles of any geographic area, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) city and/or state in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with which the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall 's services have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with provided within the Company or its affiliates, any confidential information or trade secrets last year. (ii) Induce employees of the Company, or any subsidiary of its respective subsidiaries, to terminate their employment or to engage in any activities hereby prohibited to the Employee; (iii) Contact, communicate or solicit any customer and/or any contact of the Company derived from any customer list, customer lead, mail, printed material or other information of the Company with any other party. (iv) Discuss any activities, methods of operation, finances, confidential practices and private business information of the Company with any other party. (b) It is expressly understood and agreed that although the Employee and the Company consider the restrictions contained in clause (a) above to be reasonable, for the purpose of reserving for the Company or any of its subsidiaries, their respective affiliatesgood will and other proprietary rights, if a final judicial determination is made by a Court having jurisdiction as to the contents restrictions agreed to by the parties hereto the provisions of any customer lists such restriction clauses by this Agreement shall not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such Court may judicially determine or indicate to be reasonable. (c) As to the reasonableness of the non-competition and restrictive covenants contained herein, Employee further acknowledges and confesses that she is capable of making a living in employment areas other than the business engaged in by the Company, any subsidiary of and, that the Company non-competition and restrictive covenants contained herein will not in the least manner impair or any of their respective affiliates or the general needs of the customers or other contracting parties interfere with Employee from earning a living after Employee terminates her relations with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliated.

Covenant Not to Compete. Executive hereby covenants that(a) As an inducement for Purchaser to enter into this Agreement and as additional consideration for the payment of the Purchase Price, for a period of eighteen (18) months next following the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following from the Determination Closing Date, Executive agrees not such Owner shall not, directly or indirectly, engage in, acquire, own or hold a business anywhere in the world that competes with the Business as conducted by the Companies prior to offer employment tothe Closing Date (the “Restricted Business”), not to discuss the nature whether as a proprietor, principal, agent, partner, officer, director, shareholder, employee, member of any prospective employment opportunities withassociation, consultant or otherwise. Ownership by such Owner, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation whose stock is listed on any recognized securities exchange or publicly traded on The NASDAQ National Market shall not constitute a breach of this Section 6.3. Notwithstanding the foregoing, such Owner shall not be restricted by the foregoing provisions from acquiring and thereafter owning and operating any business if the revenues attributable to the portion of the business thereof that consists of Restricted Business are less than ten percent (10%) of the total revenues of such business; provided that nothing in this section shall be construed as prohibiting ICMAL, ICP or any of ICP’s Affiliates, or any companies or partnerships owned or managed by any of them, from investing, directly or through companies or funds under their ownership or management, in any company or other entity in the management of which none of their respective directors, officers or employees are engaged otherwise than as members of the board of directors of such company or entity. (b) Such Owner acknowledges that Purchaser has required that such Owner make the agreements in this Section 6.3 as a condition to Purchaser’s consummation of the transactions contemplated by the Acquisition Agreement. Such Owner acknowledges that the agreements contained in this Section 6.3 are reasonable (including with respect to duration, geographical area and scope) and necessary to protect the legitimate interests of Purchaser and that any violation or breach of this Section 6.3 shall result in substantial and irreparable harm to Purchaser for which no adequate remedy would exist at law. Accordingly, in addition to any relief at law that may be available to Purchaser for such violation or breach and regardless of any other provision contained in this Agreement, Purchaser may be entitled to injunctive and other equitable relief restraining such violation or breach (without any requirement that Purchaser provide any bond or other security). (c) If the final judgment of a court of competent jurisdiction holds that any term or provision of this Section 6.3 is invalid or unenforceable, 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 not to otherwise solicit any employee this Agreement shall be enforceable as so modified after the expiration of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary time within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with judgment may be appealed; provided, that such modification shall apply only to the extent that it affects the jurisdiction under the laws of which the Executive is then original term or condition shall have been held to be invalid or unenforceable, and the original term or condition shall otherwise affiliatedcontinue in full force and effect.

Covenant Not to Compete. Executive hereby covenants thatExcept as provided in that Licensing Agreement dated the date hereof by and between Brisxxx xxx the Company, for during a period of eighteen two years from the date hereof (18) months next following the Determination Date "Term"), Brisxxx xxxll not, within the Parishes located in the State of Louisiana listed on Annex A hereto (or such shorter period for which the "Area"), so long as the Company continues to engages in or carries on any like business in the Area, directly or indirectly own, manage, operate, control, be owned employed by or operated participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Parent or its affiliates)Company. For these purposes, Executive Brisxxx'x xxxership of securities of a public company not in excess of one percent of any class of such securities shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or considered to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company. Brisxxx xxxeby acknowledges and represents that the Company or its affiliates, any confidential information or trade secrets engages in business in all of the CompanyParishes listed on Annex A hereto. In addition, during the same Term, Brisxxx xxxees to refrain from interfering with the employment relationship between the Company and its other employees by soliciting any subsidiary of such individuals to participate in other business ventures and agrees to refrain from soliciting business from any client or prospective client of the Company for Brisxxx xx for any entity in which Brisxxx xxx an interest. 2 The parties acknowledge that Brisxxx'x xxxiness in other areas and the benefits to the Company derived pursuant to the Agreement are such that the restrictions appearing in this Section 1 will not impair Mr. Xxxxxxx'x xxxlity to earn a livelihood. It is the desire and intent of the parties that the provisions of this Section 1 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, to the extent that the covenants hereunder shall be adjudicated to be invalid or unenforceable in any one such jurisdiction, this Section 1 shall be deemed amended to delete therefrom or reform the portion thus adjudicated to be invalid or unenforceable, such deletion or reformation to apply only with respect to the operation of their respective affiliatesthis Section 1 in the particular jurisdiction in which such adjudication is made. Moreover, each provision of this Agreement is intended to be severable; and in the event that any one or more of the provisions contained in this Agreement shall for any reason be adjudicated to be invalid or unenforceable in any jurisdiction, the contents same shall not affect the validity or enforceability of any customer lists other provisions of the Companythis Agreement in that jurisdiction, any subsidiary of the Company but this Agreement shall be construed in such jurisdiction as if such invalid or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedunenforceable provision had never been contained therein.

Covenant Not to Compete. Executive hereby covenants that(a) In exchange for the consideration described herein, Seller agrees, for the periods indicated below, that: (i) During the course of being a shareholder of MS, Seller has had, and may continue to have access to and gain knowledge of certain trade secrets and confidential customer information regarding customers, accounts and procedures of MS including, but not limited to, MS's books and records, files, customer and account lists, and other information which has reference to any customer or business serviced by MS, which shall hereinafter be referred to as "Confidential Client Information." Seller acknowledges and agrees that: Confidential Client Information is both confidential and a trade secret, is not readily accessible to competitors of MS and shall be used by him for the sole benefit of MS; the Confidential Client Information has been compiled through and by use of MS's ingenuity, time, marketing and product development strategies, policies, labor, expense, continuous solicitation, investigation and long experience rendering the Confidential Client Information a valuable asset of MS, owned solely by MS and is a part of its goodwill; the Confidential Client Information consists of, among other things, preferred customers of a particularly profitable nature whose identities are not generally know in the trade; the nature of MS's business relationship to any client or customer solicited, produced, served, marketed or handled by Seller, is such that it would normally continue unless interfered with; the nature of MS's business is such that a customer will only patronize one business provider; and actual use or divulging to others for their use of the Confidential Client Information in violation of the terms of this Agreement would be unfair use, to MS's extreme prejudice, done with an intent of the Seller to injure MS. (ii) For the period of eighteen five (185) months next following years from the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates)date of execution hereof, Executive shall not be engaged or interested in any business which competesSeller will not, directly or indirectly, with the publication, membership either on his own account or retail businesses of the Company or any subsidiary of the Company (whether as a proprietorpartner, partner with anotherjoint venturer, consultant, broker, agent, adviser, shareholder, agent member or consultant ofotherwise either individually or for any other person, employee firm or corporation or otherwise, use or divulge Confidential Client Information in any manner or solicit, service, market, divert, accept, or handle any business in any way related to the business currently conducted by MS for current customers of MS within a three hundred (300) mile radius of Knoxville, Tennessee. (iii) For the period of five (5) years from the date of execution hereof, Seller will not, directly or lender toindirectly, another) in the recreational vehicle, camping, outdoor living either on his own account or other markets then served by the Company or such subsidiary, except as a proprietorpartner, partnerjoint venturer, consultant, broker, agent, adviser, shareholder, employee member or consultant otherwise either individually or for any other person, firm or corporation or otherwise, solicit, service, market, divert, accept, or handle any business similar to MS's business on the date of this Agreement or operate or be affiliated in any manner whatsoever with a business of any type engaged in the fabrication of metal products. (iv) For the period of five (5) years from the date of execution hereof, Seller will not, directly or indirectly, induce any person employed by MS on the date of this Agreement to leave his or her employment with MS. (v) For the Company or any entity controlled byperiod of five (5) years from the date of execution hereof, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he Seller will not at any time disclose use or divulge to any other person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or for its affiliates, use any confidential information Confidential Client Information or trade secrets of MS relating to customers or prospects of MS, except in connection with the Companyacquisition of A3 Technologies, Inc. and disclosure to governmental authorities and professional advisors as needed. (vi) Notwithstanding anything herein to the contrary, Seller shall be entitled to make such disclosures as it reasonably believes are required under federal or state securities laws and no such disclosures shall be deemed to violate any provision of this Agreement. (b) The covenants in paragraphs 8(a)(i)-(vi) are intended to be separate and divisible covenants, and if, for any reason, any subsidiary one or more thereof shall be held to be invalid or unenforceable, in whole or in part, it is agreed that the same shall not be held to affect the validity or enforceability of any other such covenant of this Agreement. (c) The agreement of Seller not to engage in activities prohibited herein for the period of time agreed upon herein is a substantial consideration of this Agreement. Seller represents and admits that the above covenants are manifestly reasonable on their face and the parties expressly agree that they are also reasonable as to time and otherwise and that same are no greater than is required for the protection of MS. Seller agrees that the remedy at law for any breach by it of the Company or above covenants will be inadequate and that this Agreement may be enforced by an injunction by any of their respective affiliatescompetent Court enjoining and restraining any violations hereof, the contents including, without limitation, an injunction restraining Seller and any other person acting in concert with him from continuance of any customer lists act in violation of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedthis covenant.

Covenant Not to Compete. Executive hereby covenants thatExcept as specifically permitted in this ----------------------- Section 1, for a period of eighteen three (183) months next following years after the Determination Date date of this Agreement (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates"Term"), Executive the Seller shall not be engaged not, directly, or interested in any business which competesindirectly as an investor, directly contractor, consultant, agent, representative or indirectlyshareholder, with without the publicationprior written consent of MedQuist: a. own, membership purchase, manage, operate, join, control, or retail businesses of the Company or any subsidiary of the Company (whether invest as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietorstockholder, partner, shareholderor otherwise, employee in any business, individual, partnership, firm, corporation or consultant other entity which is engaged in the Business anywhere in the State of Utah (the "Territory"); b. solicit, entice or to the Company induce any person or any entity controlled by, controlling which presently is or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose during the Term shall be, a Business client or Business customer of: (i) MedQuist in the Territory; or (ii) Seller from the Target Office (including, without limitation those clients and customers set forth on Exhibit A attached), to become a Business client or Business customer of Seller --------- or any person or other entity who or which isis engaged in the Business; c. hire or engage, or reasonably may be expected solicit, entice or induce for hire or engagement any medical transcriptionist or other person: (i) who presently is or within the last six (6) months was employed or engaged by Seller to beperform services for the Target Office, in competition with the Company or its affiliatesincluding, without limitation, any confidential information person whose name is set forth on Exhibit A attached; or trade secrets of (ii) --------- who presently is or at any time during the Company, any subsidiary of the Company Term shall be employed or engaged by MedQuist or any of its affiliates to perform services for one of its offices in the Territory; or (iii) who is a medical transcriptionist and who resides in the Territory. Notwithstanding the foregoing, any current medical transcriptionist of Seller who does not have a residence in the Territory, and any medical transcriptionist hereafter hired or engaged by Seller who does not have a residence in the Territory, may thereafter move into the Territory and continue to perform services to Seller. d. lend any credit or money for the purposes of establishing or operating a Business for clients or customers in the Territory, or otherwise give aid or advice about the Business to any other person or entity engaging in any Business in the Territory. The foregoing is collectively referred to as the "Competing Activities." Notwithstanding the foregoing, Seller may own any class of securities registered under the Securities Exchange Act of 1934, as amended, provided their respective affiliates, equity interest therein does not exceed five percent (5%) of the contents issued and outstanding shares or interest of any customer lists class of equity securities or five percent (5%) of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature aggregate principal amount of any prospective employment opportunities withclass of debt securities outstanding, and not to otherwise solicit any employee of as the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedcase may be.

Covenant Not to Compete. (a) Executive hereby covenants that, for a period of eighteen (18) months next following recognizes that the Determination Date (or such shorter period for which the Company continues services to be owned or operated performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the Parent or its affiliates)protection of Company that Executive agree, and accordingly, Executive does hereby agree, that he shall not be engaged or interested in any business which competesnot, directly or indirectly, with at any time during the publicationterm of the Agreement and the "Restricted Period" (as defined in Section 9(e) below): (i) except as provided in Subsection (b) and (d) below, membership be engaged in the representation of professional soccer athletes in their negotiation of player and endorsement contracts as well as representation of soccer clubs to procure players, either on his own behalf or retail businesses as an officer, director, stockholder, partner, consultant, associate, Executive, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any Executive or agent of Company or any affiliate thereof. (b) 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 of the Agreement and during the Restricted Period solicit any customers of the Company or any subsidiary of affiliate thereof (including those procured or indirectly by the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, anotherExecutive) in the recreational vehicle, camping, outdoor living a manner which directly or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control indirectly competes with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant . This Section 9(b) shall not apply to the professional soccer players listed on Schedule A attached hereto. (without affecting c) If any of the obligations hereinafter restrictions contained in this section 3.1 in respect Section 9 shall be deemed to be unenforceable by reason of disclosures the extent, duration or solicitations by Executive) unless geographical scope thereof, or otherwise, then the Executive court making such determination shall have been paid severance pursuant the right to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person reduce such extent, duration, geographical scope, or other entity who 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 Executive from owning, directly or which is, or reasonably may be expected to beindirectly, in competition with the Company aggregate, an amount not exceeding two percent (2%) of the issued and outstanding voting securities of any class of any company whose voting capital stock is traded on a national securities exchange or its affiliates, any confidential information or trade secrets on the over-the-counter market other than securities of the Company. (e) The term "Restricted Period," as used in this Section 9, any subsidiary shall mean the period of Executive's actual employment hereunder plus in the event the Executive's employment is terminated for Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For Termination for Cause for a period of one twelve (112) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedmonths thereafter.

Covenant Not to Compete. In consideration of your position of Chief Executive hereby covenants thatOfficer for Qxxxxx Xxxxxxxx and the training and Confidential Information you are to receive from Qxxxxx Xxxxxxxx, you agree that during your employment with Qxxxxx Xxxxxxxx and for a period of eighteen (18) months next following thereafter, regardless of the Determination Date reason for your termination, you will not: (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Executive shall not be engaged or interested in any business which competes, a) directly or indirectly, together or separately or with the publicationany third party, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietoran employee, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a individual proprietor, partner, shareholderstockholder, officer, director, or investor, or in a joint venture or any other capacity whatsoever, actively engage in business or assist anyone or any firm in business as a manufacturer, seller, or distributor of specialty chemical products which are the same, like, similar to, or which compete with Quaker Houghton’s (or any of its affiliates’) products or services; and (b) directly or indirectly recruit, solicit or encourage any Quaker Houghton (or any of its affiliates’) employee or consultant in otherwise induce such employee to leave Quaker Houghton’s (or any of its affiliates’) employ, or to the Company become an employee or otherwise be associated with you or any firm, corporation, business, or other entity controlled bywith which you are or may become associated; and (c) solicit or induce any of Quaker Houghton's suppliers of products and/or services (or a supplier of products and/or services of a customer who is being provided or solicited for the provision of chemical management or other services by Quaker Houghton) to terminate or alter its contractual relationship with Quaker Houghton (and/or any such customer). The parties consider these restrictions reasonable, controlling including the period of time during which the restrictions are effective. However, if any restriction or under common control with the Companyperiod of time specified should be found to be unreasonable in any court proceeding, provided then such restriction shall be modified or the period of time shall be shortened as is found to be reasonable so that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant not to compete may be enforced. You agree that in the event of a breach or threatened breach by you of the provisions of the restrictive covenants contained in Section 4 or in this Section 5, Quaker Houghton will suffer irreparable harm, and monetary damages may not be an adequate remedy. Therefore, if any breach occurs, or is threatened, in addition to all other remedies available to Quaker Houghton, at law or in equity, Quaker Houghton shall not apply (without affecting be entitled as a matter of right to specific performance of the obligations hereinafter covenants contained herein by way of temporary or permanent injunctive relief. In the event of any breach of the restrictive covenant contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless Section 5, the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets term of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing restrictive covenant shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required be extended by law. For a period of one (1) year following time equal to that period beginning on the Determination Date, Executive agrees not to offer employment to, not to discuss date such violation commenced and ending when the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or activities constituting such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, on behalf of any employer of the Executive, on behalf of any entity with which the Executive is acting as a consultant or with which the Executive is then otherwise affiliatedviolation cease.

Covenant Not to Compete. Executive hereby covenants thatEMPLOYEE agrees that solely in the event of the sale or acquisition of the COMPANY, for a period and to the maximum extent permitted by applicable law, EMPLOYEE shall abide by the following covenant not to compete. The sale or acquisition of eighteen (18) months next the COMPANY shall include the COMPANY's sale of its goodwill, or its sale of all or substantially all of its operating assets, together with the goodwill, or its sale or other disposition of its ownership interest in COMPANY or as otherwise provided in California Business and Professions Code Section 16601. The covenant not to compete shall exist only in the event that following the Determination Date termination of this Agreement (and only in the event of the sale or such shorter period acquisition of the COMPANY), the COMPANY elects, at its sole discretion, to invoke its restrictions. To exercise this covenant not to compete, the COMPANY shall notify EMPLOYEE within ten (10) days of termination of this Agreement of its intention to exercise this option and make an additional payment to EMPLOYEE of TWELVE (12) months' base monthly salary determined at EMPLOYEE's last rate of base monthly salary (and not including any bonus for which the Company continues EMPLOYEE may be eligible) with COMPANY. Pursuant to be owned or operated by the Parent or its affiliates)this covenant not to compete, Executive shall not be engaged or interested in any business which competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Executive EMPLOYEE agrees that he will not at any time disclose to any person or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary of the Company or any of their respective affiliates, the contents of any customer lists of the Company, any subsidiary of the Company or any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For for a period of one (1) year following the Determination Datetermination date of this Agreement, Executive agrees EMPLOYEE shall not to offer employment todirectly or indirectly for EMPLOYEE, not to discuss the nature or as a member of a partnership, or as an officer, director, stockholder, employee, or representative of any prospective employment opportunities withother entity or individual, and not engage, directly or indirectly, in any business activity which is the same or similar to otherwise solicit any employee of the Company or such subsidiary (or any person who was an employee of the Company or such subsidiary within one hundred eighty (180) days of the Determination Date) on his own behalf, work engaged in by EMPLOYEE on behalf of any employer COMPANY within the same geographic territory where the COMPANY carries on or conducts business, and which is directly competitive with the business conducted or to EMPLOYEE's knowledge, contemplated by COMPANY at the time of termination of this Agreement, (other than investments in professionally managed funds over which the EMPLOYEE does not have control or discretion in investment decisions and investments in publicly traded companies, so long as EMPLOYEE'S beneficial ownership does not exceed 2% of the Executivepublic companies outstanding voting stock). EMPLOYEE may accept employment with an entity competing with COMPANY only if the business of that entity is diversified and EMPLOYEE is employed solely with respect to a separately-managed and separately-operated part of that entity's business that does not compete with COMPANY. Prior to accepting such employment, on behalf EMPLOYEE and the prospective employer entity shall provide COMPANY with written assurances reasonably satisfactory to COMPANY that EMPLOYEE will not render services directly or indirectly to any part of that entity's business that competes with the business of COMPANY. EMPLOYEE acknowledges that (i) EMPLOYEE is familiar with the foregoing covenant not to compete; (ii) EMPLOYEE is an officer and key member of the management of COMPANY; (iii) EMPLOYEE is a shareholder of the COMPANY , (iv) the goodwill associated with the existing business, customers and assets of COMPANY prior to any entity sale or acquisition of the COMPANY is an integral component of the value of COMPANY; and (v) EMPLOYEE's agreement as set forth herein is necessary and reasonable with which respect to its length of time, scope and geographic coverage, in order to protect the Executive is acting as a consultant goodwill related to the COMPANY in connection with its sale or with which the Executive is then otherwise affiliatedacquisition.

Covenant Not to Compete. (i) In further consideration of the compensation to be paid to the Executive hereby covenants thathereunder, the Executive acknowledges that during the course of his employment with the Company he shall become familiar with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique and extraordinary value to the Company, and therefore, the Executive agrees that during the Term of Employment and for a period of eighteen twelve (1812) months next following thereafter (the Determination Date (or such shorter period for which the Company continues to be owned or operated by the Parent or its affiliates“Noncompete Period”), the Executive shall not be engaged or interested in any business which competes, directly or indirectlyindirectly (whether as an employee, with consultant, investor, independent contractor, or director): (A) engage, enter into or attempt to enter into, or manage, control, participate in, consult with, render services for, or be employed by, a Restricted Business (as defined below) in the publication, membership United States or retail businesses of other jurisdictions in which the Company or any subsidiary of its Subsidiaries conducts or is developing business or has demonstrable plans to conduct business; provided, however, that this clause (A) shall not apply following the expiration of the Company (whether Term of Employment as a proprietor, partner with another, shareholder, agent or consultant of, employee result of or lender to, another) in the recreational vehicle, camping, outdoor living or other markets then served by a notice from the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) unless the Executive shall have been paid severance pursuant to section 1.4 hereof. Section 2; provided, further, that nothing herein shall prohibit the Executive agrees from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of a corporation that he will not at is publicly traded, so long as the Executive has no active participation in the business of such corporation; or (B) (i) induce or attempt to persuade any time disclose to any person former or then-current employee, agent, manager, consultant, director, customer, counterparty or other entity who or which is, or reasonably may be expected to be, in competition with the Company or its affiliates, any confidential information or trade secrets of the Company, any subsidiary business relationship of the Company or any of their respective affiliatesits Subsidiaries to terminate such employment or other relationship (including, the contents of without limitation, by making any customer lists of the Company, any subsidiary of negative or disparaging statements or communications regarding the Company or any of their respective affiliates its Subsidiaries) or the general needs of the customers or other contracting parties with the Company, (ii) hire any subsidiary of the Company or any of their respective affiliates, provided, however, the foregoing shall not prevent Executive from responding to the request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Company or such subsidiary (or any person Person who was an employee of the Company or such subsidiary any of its Subsidiaries within one hundred eighty the 12 month period prior to the Termination Date. (180ii) days For the purposes of the Determination Date) on his own behalfthis Section 13, on behalf of a “Restricted Business” shall mean a financial guaranty insurance, specialized surety, credit derivative and/or structured finance business, whether existing or to be formed and without regard to its claims-paying ability, or any employer of the Executive, on behalf of any entity with other business which the Executive Company or any of its Subsidiaries conducts or is acting as a consultant developing or with which considering for development during the Executive is then otherwise affiliatedTerm of Employment or on the Termination Date.