Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. A. Employee hereby covenants and agrees that during the Term and for a period of two (a2) The years immediately following the termination of Employee’s relationship with the Company for any reason (whether with or without cause, at the option either of the Company or Employee, with or without notice), Employee acknowledges that will not without the Company’s prior written consent, either directly or indirectly, (i) as a result serve in any capacity that could require Employee to use any of his position and tenure the Confidential Information, goodwill or training that Employee received or had access to during Employee’s employment with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its businessincluding, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officeradvisor, agent, supervisor, consultant, contractor, director, employee, partner officer, partner, proprietor or consultant of or be connected in any way with or otherwise of, (ii) have any ownership interest in (except for passive ownership of one percent (1%) or less of any corporationentity whose securities have been registered under the Securities Act of 1933, partnershipas amended, proprietorship or other entity which carries on Section 12 of the Securities Exchange Act of 1934, as amended) or (iii) participate in the organization, financing, operation, management or control of, any business activities in competition with the Company's ’s business as conducted by the Company during the course of Employee’s employment with the Company (including any customer of the Company). The foregoing covenant shall cover Employee’s activities in any state every part of the Territory (as defined herein). “Territory” shall mean (i) all counties in the State of Texas, (ii) all other states of the United States or in any foreign country in which of America and (iii) all other countries of the world; provided that, with respect to clauses (ii) and (iii), the Company has sold or installed either (1) derives at least five percent (5%) of its products or systems or has definitive plans to sell or install its products at any time gross revenues from such geographic area prior to the date of the termination of Employee’s relationship with the Company or at (2) has active plans for the time introduction of such product or services in such geographic area within six (6) months of the date of the termination of Employee’s relationship with the Employee's employment; except Company. Employee stipulates that the foregoing is a reasonable geographic area because of the scope of the Company’s operations and Employee’s activities, and that this paragraph creates a narrowly tailored advance approval requirement in order to avoid unfair competition and irreparable harm to Company and is not intended or to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Further, Employee hereby agrees that Employee may own up to 1% of not avoid the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions purpose and intent of this Section 6 shall not apply if paragraph by engaging in conduct within the Employee's employment with the Company under this Agreement is terminated (i) by the Companygeographically limited area from a remote location through means such as telecommunications, unless the Employee is terminated in accordance with Section 7 written correspondence, computer generated or for Cause in accordance with Subsection 9.1(a) or 9.2(a)assisted communications, or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reasonother similar methods. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee Executive acknowledges that (i) as the Company and the Bank would be substantially damaged by an association of Executive with a result of his position and tenure depository institution that competes for customers with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) Bank. Without the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, ownExecutive shall not at any time during the term of this Agreement or Executive's employment by the Bank, manageand for a period of one year thereafter (regardless of the reason for termination), operate(i) on behalf of himself or as agent of any other person solicit any person who was a customer of the Company or the Bank or any of their subsidiaries during the two year period prior to the termination of this Agreement or Executive's employment hereunder for the purpose of offering the same products or rendering the same services to such customer as were provided or proposed to be provided by the Company or the Bank or any of their subsidiaries to such customer as of the time of termination of Executive's employment, control(ii) directly or indirectly, serve on Executive's behalf or in the service or on the behalf of others, render or be retained to render similar services as described in Section 1.2 hereof, whether as an officer, directorpartner, employeetrustee, partner consultant, or consultant employee for any depository institution, which has a banking office located within 10 miles of any office of the Bank or any banking office of the Company in existence as of the Commencement Date or the beginning of any renewal period as provided in Section 1.1 hereof, provided, however, that Executive shall not be connected in deemed to have breached this undertaking if (a) he renders services otherwise prohibited by this paragraph (ii) for a depository institution which has its home office located outside of the Wisconsin counties of Winnebago and Outagamie and he renders such services from a full-service banking office of such depository institution which is located outside these same Wisconsin counties, or (b) his sole relationship with any way with other such entity consists of his holding, directly or have any indirectly, an equity interest in such entity not greater than three percent (3%) of such entity's outstanding equity interest, or (iii) actively induce or solicit any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state employees of the United States Company or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans Bank to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with leave such corporation violates such covenantemploy. Notwithstanding the foregoing, the provisions For purposes of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company1.5, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27."

Covenant Not to Compete. (a) The Employee acknowledges that (i) as Employer's business is built upon the confidence of its customers, suppliers, employees, and the general public, and that Employee will acquire confidential knowledge that should not be divulged or used for his own benefit. In the event of any termination of Employee's employment pursuant to Sections 4.1.2, 4.2.1 or 4.2.2 of this Agreement, Employee covenants and agrees that, for a result period of one year from the effective date of his position and tenure termination from active employment with the Company Employer, he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Companynot engage in, own, manage, operate, control, serve or participate in any food service business that conducts or franchises activities which are the same as or similar to the restaurant concepts and operations of Employer as an officeremployer, employee, principal, partner, director, employeeagent, partner or consultant of otherwise, directly or be connected indirectly, anywhere in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States of America. Employee understands and acknowledges that his violation of this covenant not to compete would cause irreparable harm to Employer, and Employer would be entitled to seek an injunction by any court of competent jurisdiction enjoining and restraining Employee and each and every other person concerned from any employment, service, or other act prohibited by this Agreement. Employee and Employer recognize and acknowledge that the area and time limitations contained in any foreign country in which this Agreement are reasonable. In addition, Employee and Employer recognize and acknowledge that the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any area and time prior to or at limitations are properly required for the time protection of the date business interests of termination of the Employer due to Employee's employment; except status and reputation in the industry and the knowledge to be acquired by Employee through his association with Employer's business and the public's close identification of Employee with Employer and Employer with Employee. The parties agree that the Employee may own up nothing in this Agreement shall be construed as prohibiting Employer from pursuing any other remedies available to 1% it for any breach or threatened breach of the shares of any publicly-owned corporationthis covenant not to compete, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoingincluding, without limitation, the provisions recovery of damages from Employee or any other person or entity acting in concert with Employee. Employee also agrees that, in the event he breaches this covenant not to compete, Employee will pay reasonable attorneys' fees and expenses incurred by Employer in enforcing this covenant not to compete. Employee acknowledges and understands that, as consideration for his execution of this Section 6 shall not apply if the Employee's employment Agreement and his agreement with the Company under terms of this Agreement is terminated (i) covenant not to compete, Employee will receive employment by the Company, unless the Employee is terminated Employer in accordance with Section 7 or this Agreement. Employer acknowledges that Employee's execution of this Agreement and agreement with the terms of this covenant not to compete is consideration for Cause in accordance with Subsection 9.1(a) or 9.2(a)Employer's agreement to employ Employee pursuant to this Agreement. If any part of this covenant not to compete is found to be unreasonable, or (ii) at the election then it may be amended by appropriate order of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any a court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with extent deemed reasonable. Employer shall receive injunctive relief without the order necessity of any such court posting bond or other constituted legal authority andsecurity, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court such bond or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered security being hereby waived by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenEmployee. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee acknowledges that During the period commencing on the date hereof and continuing until the expiration of one (i1) as a result of his position and tenure year from the date on which Xx. Xxxxxxxxx’x employment with the Company he has received and will continue to receive specialized and unique training and knowledge concerning terminates (the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27“Restricted Period”), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27Xx. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee Xxxxxxxxx shall not, without the prior written consent of the Company, ownwhich consent the Company may grant or withhold in its sole discretion, managedirectly or indirectly, operatefor his own account or the account of others, controlin any geographic areas in which Xx. Xxxxxxxxx provided services to the Company, serve or about which Xx. Xxxxxxxxx obtained Proprietary Information, during the last two years of his employment by the Company, as an employee, consultant, partner, officer, director, employee, partner director or consultant stockholder (other than a holder of or be connected in any way with or have any interest in any corporation, partnership, proprietorship less than five percent (5%) of the issued and outstanding stock or other entity equity securities of an issuer whose securities are publicly traded) engage in the importing, production, marketing, sale or distribution to distributors of any beer, malt beverage, hard cider or product produced by the Company at any time during Xx. Xxxxxxxxx’x tenure as an employee of the Company (i) which carries on business activities in competition with the Company's activities in any state is either produced outside of the United States and imported into the United States or in produced within the United States and (ii) which has a wholesale price within twenty-five percent (25%) of the wholesale price of any foreign country in which of the Company’s products, including but not limited to products marketed under the trade names XXXXXX XXXXX, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other trade names as the Company has sold or installed may use to market its products or systems or during Xx. Xxxxxxxxx’x employment with the Company. Xx. Xxxxxxxxx acknowledges that he has definitive plans read and understands this provision, and that he has agreed to sell or install its products at any time prior it knowingly and voluntarily, in order to or at obtain the time of benefits provided to Xx. Xxxxxxxxx by the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenantCompany. Notwithstanding the foregoing, in the event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or electronically, property belonging to the Company, the Restricted Period shall be twenty-four (24) months from the date of your employment termination. (b) Notwithstanding the provisions of paragraph (a) above, Xx. Xxxxxxxxx shall not be restricted from exercising his rights under the License. For the avoidance of doubt, even after the termination of this Agreement pursuant to Section 6 shall or otherwise, Xx. Xxxxxxxxx will not apply be restricted from manufacturing, distributing, selling, marketing or otherwise exploiting the Dogfish Head brand outside of the United States and Canada, even if the Employee's employment such activities constitute competition with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company provisions of paragraph (a) above shall also not restrict the right of Xx. Xxxxxxxxx to manufacture and the Employee hereby agree that distribute Dogfish Head brand family products in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective United States and Canada, in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified competition with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that products in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c)Xxxxxx Xxxxx brand family, then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertainXx. Employee agrees, at the election of Xxxxxxxxx resigns from the Company and from the Board and reacquires all rights to the Dogfish Head brand family, in addition to, connection with a Change of Control of Parent prior to the expiration of twenty-four (24) months from and not in lieu of, after the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions date of this Section 6 or Section 27Agreement.

Covenant Not to Compete. (a) The Employee Executive acknowledges that (i) as the Company and the Bank would be substantially damaged by an association of Executive with a result of his position and tenure depository institution that competes for customers with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) Bank. Without the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, ownExecutive shall not at any time during the term of this Agreement or Executive's employment by the Bank, manageand for a period of one year thereafter (regardless of the reason for termination), operate(i) on behalf of himself or as agent of any other person solicit any person who was a customer of the Company or the Bank or any of their subsidiaries during the two year period prior to the termination of this Agreement or Executive's employment hereunder for the purpose of offering the same products or rendering the same services to such customer as were provided or proposed to be provided by the Company or the Bank or any of their subsidiaries to such customer as of the time of termination of Executive's employment, control(ii) directly or indirectly, serve on Executive's behalf or in the service or on the behalf of others, render or be retained to render similar services as described in Section 1.2 hereof, whether as an officer, directorpartner, employeetrustee, partner consultant, or consultant employee for any depository institution, which has a banking office located within 10 miles of any office of the Bank or any banking office of the Company in existence as of the Commencement Date, provided, however, that Executive shall not be connected in deemed to have breached this undertaking if (a) he renders services otherwise prohibited by this paragraph (ii) for a depository institution which has its home office located outside of the Wisconsin counties of Winnebago and Outagamie and he renders such services from a full-service banking office of such depository institution which is located outside these same Wisconsin counties, or (b) his sole relationship with any way with other such entity consists of his holding, directly or have any indirectly, an equity interest in such entity not greater than three percent (3%) of such entity's outstanding equity interest, or (iii) actively induce or solicit any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state employees of the United States Company or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans Bank to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with leave such corporation violates such covenantemploy. Notwithstanding the foregoing, the provisions For purposes of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company1.5, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27."

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result he, at the expense of his position the Company, has been and tenure with will be specially trained in the Company he business of the Company, has received established and will continue to receive specialized establish favorable relations with the customers, clients and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection accounts of the Company and are reasonably limited with respect will have access to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect trade secrets of the covenants are Company. Therefore, in consideration of such training and relations and to further protect trade secrets, directly or indirectly, of the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafterCompany, the Employee shall agrees that during the term of his employment by the Company and for a period of two (2) years from and after the voluntary or involuntary termination of such employment for any or no reason, he will not, directly or indirectly, without the express written consent of the Company, own, manage, operate, control, serve : (a) own or have any interest in or act as an officer, director, partner, principal, employee, partner agent, representative, consultant or consultant of independent contractor of, or be connected in any way with assist in, any business located in or have any interest doing business in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States of America which is engaged, directly or indirectly, in (i) the solid waste processing business, (ii) the utilization of recyclable materials business or (iii) any other business the Company is engaged in or proposes to engage in on the date this Agreement is terminated (the businesses described in clauses (a)(i), (ii) and (iii) are collectively referred to as the "Competitive Businesses"); provided, however, that notwithstanding the above, the Employee may own, directly or indirectly, solely as an investment, securities of any such person which are traded on any national securities exchange or NASDAQ if the Employee (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any class of securities of such person; (b) solicit clients, customers (who are or were customers of the Company within the twelve (12) months prior to termination) or accounts of the Company for, on behalf of or otherwise related to any such Competitive Businesses or any products related thereto; or (c) solicit, employ or in any foreign country manner influence or encourage any person who is or shall be in which the employ or service of the Company has sold to leave such employ or installed its products or systems or has definitive plans to sell or install its products at service for any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenantemployment opportunity. Notwithstanding the foregoing, the provisions terms of this Section 6 covenant not to compete shall not apply if be enforceable against Employee only to the extent that during Employee's employment with the Company under continues to pay Employee compensation equal to the salary level set forth in Section 3 of this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election and after termination of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breachcontinues to pay Employee any and all termination payments and benefits as required under Section 4 of this Agreement. Furthermore, if any court determines that the Company covenant not to compete, or any part thereof, is unenforceable because of the duration of such provision or the geographic area or scope covered thereby, such court shall have the power to reduce the duration, area or scope of such provisions and, in its reduced form, such provision shall then be enforceable and shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27enforced.

Covenant Not to Compete. (a) The Employee acknowledges covenants and agrees that until the later of [Confidential Treatment Requested with SEC] after the closing of the transactions contemplated in the Asset Purchase Agreement or [Confidential Treatment Requested with SEC] after Employee ceases to be employed by Employer or one of its affiliates (the "Non-Competition Period"), except for services performed on behalf of Employer or one of its affiliates, Employee shall not, within the trade territories described in the Motorola Distribution Agreement to which Condor or any of its affiliates is a party existing on the date hereof ("Restricted Area"), directly or indirectly, alone or as a partner, member, employee, agent, consultant, officer, director, stockholder, manager or investor of any corporation, partnership or other entity: (i) as invest (except for investments of not more than five (5%) percent of the outstanding stock of any publicly-traded company), own, manage, operate or control, or participate in the ownership, management, operation or control of a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Companybusiness which sells, its businessrents, its customers and the industry in which it competes, or services wireless communication products ("Competitive Business"); or (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled accept employment with or render services to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeea Competitive Business. (b) Except as provided in During the last sentence of this Section 6(b)Non-Competition Period, during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner directly or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated indirectly: (i) by the Company, unless the Employee is terminated in accordance with Section 7 solicit for any purpose any customer of Employer or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or any person who was a customer of Employer; (ii) at the election solicit or induce any employee of the Employee prior Employer to the Triggering Date after the occurrence leave his or her employment with Employer; or (iii) solicit for employment by himself or anyone else any person who was an employee of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good ReasonEmployer. (c) The Company If any court shall determine that the duration or geographical limit of any covenant contained in this Section 8 is unenforceable, it is the intention of the parties that covenant shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and the Employee hereby agree that enforceable, such amendment to apply only in the event jurisdiction of the court that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any has made such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenadjudication. (d) Employee recognizes acknowledges and agrees that the covenants contained in Sections 7 and 8 are of the essence in this Agreement, that each of such covenants is reasonable and necessary to protect and preserve the interests, properties, and business of Employer, and that irreparable loss and damage will be suffered by Employer should Employee breach any of such covenants. Employee further represents and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might he shall not be sustained precluded from gainful engagement in a satisfactory fashion by the Company enforcement of these provisions. (e) This Section 8 shall not be effective in the event Employee is terminated by Employer without Cause or by Employee for Good Reason (as the result of any breach of this defined in Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company 6) but shall be entitled to an injunction restraining Employee from breaching effective following termination for any of the terms or provisions of this Section 6 or Section 27other reason.

Covenant Not to Compete. (a) The Employee acknowledges that In view of the fulfillment of Executive's obligations hereunder and (i) as a result of his position the unique and tenure with valuable services it is expected Executive will render to the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competesCorporation, (ii) the CompanyExecutive's business, in large part, depends upon its exclusive possession and use knowledge of the Proprietary Information (as defined in Section 27)clients, trade secrets, and other proprietary information relating to the business of the Corporation and its customers and suppliers, and (iii) similar knowledge Executive has regarding the Company is entitled to protection against the unauthorized disclosure or use by Employee Corporation, and in consideration of the Proprietary Information or compensation to be received hereunder and as a condition to the training and knowledge received performance by the Employee and (iv) he has received in Corporation of its obligations under this Agreement, Executive agrees that if this Agreement good and valuable consideration is terminated due to Disability, Good Reason, a Change of Control or for Without Cause that for the covenants he period of one (l) year after the Date of Termination the Executive shall not directly or indirectly through any other person, firm or Corporation: (i) compete with or be engaged in the same business or "participate in" any other business or organization which during such one year period competes with or is making engaged in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that same business as the covenants contained in this Section 6 and in Section 27 are reasonably necessary Corporation, which business, for the protection purposes of the Company and are reasonably this Agreement, will be limited with respect to the activities they prohibitarea of "software execution control," "digital rights and license management control," "information security" and "data access control" within the computer industry, their duration, their in any geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period area in which the Employee renders services Corporation conducts such business except that in each case the provisions of this Article 10 will not be deemed to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent be breached merely because Executive owns not more than 5% of the Companyoutstanding common stock of a publicly owned corporation, or by membership upon any board of directors of a publicly owned corporation where Executive attained such position during the Term and such position was deemed not to interfere with the terms of this Agreement. The term "participate in" shall mean: "directly or indirectly, for Executive's own benefit or for, with, or through any other person, firm, or corporation, own, manage, operate, control, serve loan money to, or participate in the ownership, management, operation, or control of, or be connected as an a director, officer, director, employee, partner partner, consultant, agent, independent contractor, or consultant otherwise with, or acquiesce in the use of Executive's name." Executive will not directly or be connected in indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from the Corporation any way with of its customers or have employees. Executive will not directly or indirectly employ any interest in any corporationperson who, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior up to or at the time such cessation, was an employee of the date Corporation, within a period of termination one year after such person leaves the employ of the Employee's employment; except such Corporation. Executive agrees that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 Article 10 are necessary and reasonable to protect the Corporation in the conduct of its business. If any restriction contained in this Article 10 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Companybe deemed to be invalid, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)illegal, or (ii) at the election unenforceable by reason of the Employee prior extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their reduce such extent, duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority andprovisions hereof, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain and in full force and effect as originally written. The Company and the Employee further agree that its reduced form such restriction shall then be enforceable in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenmanner contemplated hereby. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. Sellers shall not, and shall cause the other entities of the RÜTGERS Group (as it exists today) for so long as they continue to be part of the RÜTGERS Group (a) The Employee acknowledges for a period of three years after the Closing Date, not to engage in the Business (which shall include an obligation not to support or advise any entity of the RAG Aktiengesellschaft group in the conduct of the Business) as conducted by the Bakelite Group as of the Closing Date in the current geographical area of activities of the Bakelite Group, provided, however, that the following activities shall be exempt from the covenant not to compete: (i) any activities conducted by the RÜTGERS Group (as a result existing on the date hereof) as of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, Closing Date; (ii) the Company's businessmanufacturing and distribution of products and parts thereof which are offered by the RÜTGERS Group as an integral part of, or in large partcombination with, depends upon its exclusive possession and use of other products that are not currently distributed by the Proprietary Information (as defined in Section 27), Bakelite Group; (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee acquisition of a non-controlling interest (which shall in no event exceed 10% of the Proprietary Information or voting rights) in a publicly traded entity engaged in the training and knowledge received by the Employee and Business; or (iv) he has received the acquisition of a non-controlling or controlling interest in this Agreement good an entity or group which is not primarily engaged in Business, unless the acquisition of the competing business was the main purpose of the acquisition and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree provided that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection aggregate sales of the Company and are reasonably limited with respect to acquired entity or group in the activities they prohibit, their duration, their geographical scope and their effects Business do not exceed 10% of the aggregate sales of such entity or group (in each case based on the Employee and sales in the public. The parties acknowledge that financial year preceding the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee.acquisition); (b) Except as provided in for a period of two years after the last sentence of this Section 6(b)Closing Date, during the period in which the Employee renders services not to actively solicit for employment, entice away or, to the Company under this Agreement and for eighteen (18) months thereafterextent permitted by applicable law, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior offer employment to or at the time of the date of termination of the employ or offer or conclude any contract for services with, any Key Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 covenant shall not apply if the Employee's employment with the Company under this Agreement is terminated respect to any person who (i) has given notice of termination of, or agreed with the relevant Company to terminate, his employment without any inducement by the Company, unless the Employee is terminated in accordance with Section 7 Sellers or for Cause in accordance with Subsection 9.1(a) or 9.2(a)their respective affiliate, or (ii) at the election has been given notice of the Employee prior to the Triggering Date after the occurrence termination of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained his employment by the Company as the result of any breach of this Section 6 or Section 27 would be difficult without Sellers inducing such employee to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for provoke such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27termination.

Covenant Not to Compete. (a) The Employee acknowledges JEM covenants and agrees that during the term of this Agreement and in the event of the Company's close of its initial public offering, for a period of one (i1) as year thereafter, JEM shall not, directly or indirectly: 3 1. operate or own any interest in any business which has significant (viewed in relation to the business of the Company) activities relating to the acquisition, ownership, management of, or consultation regarding chiropractic and medical care, rehabilitation, physical therapy, occupational therapy, acupuncture, and/or diagnostic facilities (individually or collectively the "Clinic") other than affiliates of the Company or up to five percent (5%) of the equity securities of a result of his position and tenure publicly traded company. 2. compete with the Company he has received and will continue or its subsidiaries or affiliates in the operation or development of any Clinic within the forty-eight (48) contiguous states of the United States of America. 3. be employed by or consult with any business which owns, manages, operates, or engages in the consulting business regarding Clinics if JEM's employment duties or consultation (other than insignificant or non-competitive activities) involves Clinic operations. 4. solicit or attempt to receive specialized and unique training and knowledge concerning solicit any employee of the Company, or commit an act the primary purpose of which is to induce any employee of the Company or any of its business, its customers and the industry in which it competes, (ii) affiliates to leave the Company's businessemploy, in large partor significantly interfere with, depends upon its exclusive possession and use of disrupt or attempt to disrupt any past, present, or prospective relationship, contractual or otherwise, relating to the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of Company's business activities between the Company and are reasonably limited with respect its prospects, customers and suppliers. Nothing in this subsection (a) will preclude JEM from continuing to provide management services to chiropractic practices in which JEM had a financial, contractual or developmental interest prior to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect execution of the covenants are this Agreement or to protect which the Company from unfair competition by the Employeeotherwise agrees to in writing. (b) Except as provided The parties hereto consider the restrictions contained in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 to be reasonable. If, however, such restrictions are found by any court having jurisdiction to be unreasonable because they are (or any of them is) too broad, then such restriction or restrictions shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Companynonetheless remain effective, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)but shall be considered amended as to protection of business, time, or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived geographic area in writing or on or after the Triggering Date for Good Reasonwhatever manner is considered reasonable by that court and, as so amended, shall be enforced. (c) The Company and the Employee hereby agree that provisions of this section, in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment completion of its initial public offer, shall survive the termination, for any reason, of this Agreement and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27separately enforceable.

Covenant Not to Compete. (a) The Employee hereby acknowledges that and recognizes the highly competitive nature of the business of the Bank and accordingly agrees that, during his employment and for six (6) months from the end date of such employment (no matter what the reason, or “no reason,” for its ending), Employee shall not, except as otherwise permitted in writing by the Bank: (i) be engaged, directly or indirectly, either for his/her own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a result publicly owned company) or otherwise of his position and tenure with any person, firm, corporation or enterprise, in the Company he has received and will continue to receive specialized and unique training and knowledge concerning banking (including bank holding company) industry within thirty-five (35) miles from the CompanyBank’s principal executive office (presently in Malvern, its business, its customers and PA). (the industry in which it competes, “Non- Competition Area”); or ​ (ii) the Company's business, in large part, depends upon its exclusive possession and use directly or indirectly solicit persons or entities who a r e customers or referral sources of the Proprietary Information Bank or (as defined in Section 27)after Employee’s termination) were so within one year of Employee’s termination, to a become customer or referral source of a person or entity other than the Bank; or (iii) the Company is entitled to protection against the unauthorized disclosure directly or use by Employee indirectly solicit employees of the Proprietary Information Bank who are so employed or (after Employee’s termination) were so within one year of Employee’s termination to work for anyone other than the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the EmployeeBank. (b) Except as provided It is expressly understood and agreed that, although Employee and the Bank consider the restrictions contained in paragraph 7(a) hereof reasonable for the last sentence purpose of this Section 6(b)preserving for the Bank its goodwill and other proprietary rights, during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at if a final judicial determination is made by a court having jurisdiction that the time of the date of termination of the or territory or any other restriction contained in paragraph 7(a) hereof is an unreasonable or otherwise unenforceable restriction against Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of paragraph 7(a) hereof 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. Furthermore, Employee agrees that the promises of the Bank set forth in this Agreement constitute good, valid and sufficient consideration for Employee’s promises contained in this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated 7 (ientitled “Covenant Not to Compete”) by the Company, unless the and Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior hereby unconditionally waives any claim to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reasoncontrary. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee acknowledges As an inducement to Buyer to enter into and to perform its obligations under this Agreement, and subject to the provisions of Section 5.16 herein, LS and KS covenant to enter into a non-compete agreement with the Buyer on or before the Closing Date pursuant to which LS and KS will agree that for a period of the longer of (i) as a result of his position and tenure with 12 months from the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, Closing Date or (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company 12 months from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of respective employment with the Employee's employmentCompany referenced in Section 3 of this Agreement, and in any event while LS and KS are employees, officers, directors, or consultants of the Buyer or any of its affiliates, they will not directly or indirectly, whether (a) as employees, agents, consultants, employers, principal, partners, officers or directors; except (b) holders of more than five percent of any class of equity securities or more than five percent of the aggregate principal amount of any class of equity securities or more than five percent of the aggregate principal amount of any class of debt, notes or bonds of a company with publicly traded equity securities; or (c) in any other individual or representative capacities whatsoever, in each case for their own account or the account of any other person or entity, engage in any business or trade competing with the then business or trade of the Buyer or its affiliates in the United States (the "Non-Compete Agreement"). LS and KS acknowledge that the Employee may own up restrictions set forth in this Section 2 are fair and reasonable with respect to 1% their duration, scope and area. If, at the time of enforcement of this Section 2, a court holds that the shares duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area. In the event of any publicly-owned corporationbreach of any provisions of this Section 2, provided that none Buyer will have the right, in addition to any other rights and remedies existing in its favor hereunder, to enforce its rights and the obligations LS and KS under this Section 2 not only by an action or actions for damages but also by an action or actions for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if 2. The parties agree that the Employee's employment with the Company under this Agreement is terminated sum of fifty thousand dollars (i$50,000) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior cash portion of the Purchase Price will be allocated to the Triggering Date after the occurrence of an Event of Default which has covenant not been waived to compete set forth in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation 2 of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenAgreement. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee acknowledges recognizes that the services to be performed by the Employee hereunder are special, unique and extraordinary and that by reason of his employment hereunder, the Employee will acquire confidential information and trade secrets concerning the Corporation's operation and the operations of the Corporation's affiliates. Accordingly, for all purposes hereunder or in respect hereof, the Employee agrees that during the longer of (i) as a result any period or periods in or in respect of his position and tenure with which the Company he Employee is receiving or has received and will continue the compensation provided for in Paragraph 3.2 hereof whether or not the Employee is employed by or rendering services to receive specialized and unique training and knowledge concerning the CompanyCorporation during such period or periods), its business, its customers and the industry in which it competes, or (ii) the Company's business, in large part, depends upon its exclusive possession and use period of the Proprietary Information Employee's employment hereunder and a period of two years after termination of such employment (as defined whether voluntary on the Employee's part or otherwise and for or without cause) (except that such period of two years shall be (A) reduced to one year if the Employee shall have remained in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee employ of the Proprietary Information or the training and knowledge received by the Employee Corporation hereunder for an aggregate period of at least six years and (ivB) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(beliminated entirely if such aggregate period shall be at least nine years), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall will not, without the written consent of the Companydirectly or indirectly, own, manage, operate, control, serve as an officer, director, stockholder, partner, associate, employee, partner consultant, owner, agent, creditor, co-venturer or consultant of otherwise, become or be connected interested in or be associated with any other corporation, firm or business engaged, in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country geographical area in which the Company has sold Corporation or installed any of its products affiliates are so engaged, in the same or systems any similar or has definitive plans to sell or install its products at any time prior to or at the time competitive business with that of the date of termination Corporation or with that of the Corporation's affiliates. The Employee's employment; except that ownership, directly or indirectly, of not more than two percent of the Employee may own up to 1% issued and outstanding stock (or debt obligations not aggregating more than $500,000) of any corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not in any publicly-owned corporation, provided that none event be deemed to be a violation of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 Paragraph. The Corporation shall not apply if be entitled, in addition to any other right and remedy it may have, at law or in equity, to an injunction, without the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election posting of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court bond or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their durationsecurity, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.enjoining or

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by the Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27, including but not limited to the Company's agreement to provide Employee with the matters described in subsection (a)(i) of this Section. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen twelve (1812) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities call automation and/or voice automation industry or industries in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a9(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reasonwriting. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) The Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if the Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. The Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate the Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining the Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result Without the consent of his position and tenure the Company, the Participant shall not, directly or indirectly, at any time during the Participant’s employment with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Companyor any of its Subsidiaries, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for a period of eighteen (18) months thereafterfollowing the termination of Participant’s employment with the Company and its Subsidiaries for any reason, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve be associated or in any way connected as an officerowner, investor, partner, director, officer, employee, partner agent, or consultant with any business entity directly engaged in the production and/or sale of products competitive with any material product, offering or business of the Company or any of its Subsidiaries; provided, however, that the Participant shall not be connected in any way deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or have any indirectly, an equity interest in such entity not greater than two percent (2%) of such entity’s outstanding equity interest, and the class of equity in which the Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange; provided, further, that in the event that Participant’s employment with the Company or any corporationof its Subsidiaries terminates for reasons related to a change in control, partnershipthis restriction shall not apply. A Participant’s investment in another business entity shall not be deemed to be directly competitive with the Company’s operations or otherwise prohibited if: (a) it was known to the independent directors at the time the Participant commenced work with the Company; (b) reviewed and approved by disinterested independent directors; or (c) of a passive, proprietorship or minority investment nature and the disinterested independent directors have determined that the activities undertaken by such other business entity which carries on business activities are not directly in competition with the Company's activities Company as there are no corporate opportunities that are being taken from the Company by virtue of the Participant’s investment. The Participant acknowledges that: (a) the services to be performed by him for the Company are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its business opportunities are located throughout the world; (c) the Company and its Subsidiaries and affiliates compete with other businesses that are or could be located in any state part of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employmentworld; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, and (d) the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by 13 are reasonable and necessary to protect the Company’s business. If any covenant in this Section 13 is held to be unreasonable, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)arbitrary, or (ii) at the election against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any them, as a court or other constituted legal authority of competent jurisdiction may determine to be effective reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Participant. The period of time applicable to any covenant in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then this Section 13 will be extended by the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order duration of any violation by the Participant of such court or other constituted legal authority and, covenant. For so long as to all other jurisdictions or political subdivisions thereofwhile the covenants under this Section 13 are in effect, the noncompetition covenants contained herein Participant will remain in full force and effect as originally writtengive notice to the Company of the identity of the Participant’s new employer, within two business days after accepting any other employment. The Company and the Employee further agree that in the event may notify such employer that the noncompetition covenants contained herein should be held Participant is bound by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, Award Agreement and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition toCompany’s election, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for furnish such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions employer with a copy of this Section 6 Award Agreement or Section 27relevant portions thereof.

Covenant Not to Compete. (a) The Employee Executive expressly acknowledges that (i) as a result the Executive's performance of his position and tenure with services for the Company he has received hereunder will afford him or her access to and will continue cause him or her to receive specialized and unique training and knowledge concerning become highly knowledgeable about the Company's, its business, its customers Subsidiaries' and the industry in which it competes, their Affiliates' Confidential Information; (ii) the Company's business, in large part, depends upon its exclusive possession agreements and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 4.5 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are essential to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b)Confidential Information, during the period in which the Employee renders services to the Company under this Agreement business and for eighteen (18) months thereafter, the Employee shall not, without the written consent goodwill of the Company, ownits Subsidiaries and their Affiliates, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries and the restraints on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, Executive imposed by the provisions of this Section 6 shall not apply if 4.5 are justified by these legitimate business interests of the EmployeeCompany; and (iii) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made both in consideration of the Company's employment with of the Company under Executive in the office to which the Executive has been promoted, the salary increase and other financial benefits of this Agreement and the grant of the Option. Accordingly, the Executive hereby agrees that during the Non-Competition Period he shall not, anywhere in the Applicable Territory, directly or indirectly, own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is terminated (i) competitive with any lines of business actively being engaged in by the Company, unless its Subsidiaries and their Affiliates in the Employee is terminated in accordance with Section 7 Applicable Territory or actively (and demonstrably) being considered by the Company, its Subsidiaries and their Affiliates for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at entry into on the election date of the Employee prior termination of the Employment Period (collectively, "Competitive Activities"). The preceding to the Triggering Date after contrary notwithstanding, the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that Executive shall be free to make investments in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order publicly traded securities of any corporation, provided that such court or other constituted legal authority and, as investments do not amount to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any more than 1% of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result outstanding securities of any breach class of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27corporation.

Covenant Not to Compete. (a) The Employee acknowledges recognizes that (i) as a result of his position and tenure with the Company he has received business goodwill and will continue other legitimate business interests which must be protected in connection with and in addition to receive the Information (as defined hereinafter), and therefore, in exchange for access to the Information, the specialized and unique training and knowledge concerning instruction which the Company will provide, the Company's agreement to employ the Employee on the terms and conditions set forth herein, its businessthe Company's agreement to execute and consummate the Purchase Agreement, its customers and the industry promotion and advertisement by the Company of Employee's skill, ability and value in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use subject to the provisions of the Proprietary Information next full paragraph of this Section 12, the Employee agrees that in the event (as defined in Section 27)i) Employee is terminated for Cause, or (ii) Employee leaves the employ of the Company other than a Termination By Employee With Good Reason prior to expiration of the term of the Agreement, or (iii) upon the expiration of the term of this Agreement, then for a period three (3) years after the date employment is so terminated: (a) Enter into, engage in, or be connected with any court reporting business or business operation or activity within Westchester, New York, Kings, Queens, Bronx, Richmond, Rockland and Nassau Counties in New York and Bergen, Essex, Union, Middlesex, Morris, Warren, Somerset, Sussex and Passaic Counties in New Jersey, except that Employee may work as a court reporter for a court or governmental agency or perform work as a court reporter for the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee.within those counties; and (b) Except as provided Employee will not call upon any customer whose account is serviced in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States whole or in any foreign country in which part by the Company has sold Employer or installed its products or systems or has definitive plans to sell or install its products at any time prior to or Affiliates at the time of the date of termination of the Employee's employment, with the purpose of selling or attempting to sell to any such customer any services included within that offered by the Employer or its Affiliates; except that and (c) Employee will not intentionally divert, solicit or take away any customer, supplier or employee of the Employer or its Affiliates, or the patronage of any customer or supplier of the Employer or its Affiliates, or otherwise interfere with or disturb the relationship existing between the Employer or its Affiliates and any of their respective customers, suppliers or employees, directly or indirectly. In addition, the foregoing restrictive covenants shall also apply to the Employee may own up to in the event of his Termination Without Cause or in the event of Termination By Employee With Good Reason by the Employee, but only for a period of one (1% ) year. In the event the Company ceases operation of the shares Business of any publicly-owned corporationthe Company other than in a merger, provided that none consolidation, or similar transaction, or upon the filing of his other relationships with such corporation violates such covenant. Notwithstanding a bankruptcy or receivership proceeding against the foregoingEmployer, or upon the appointment of a liquidator for the Company, the provisions of this Section 6 12 shall not apply be applicable to the conduct of Employee subsequent thereto. It is mutually understood and agreed that if any of the Employee's employment with provisions relating to the Company scope, time or territory in this Section 12 are more extensive than is enforceable under this Agreement is terminated (i) by applicable laws or are broader than necessary to protect the good will and legitimate business interests of the Company, unless then the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby Parties agree that in they will reduce the event degree and extent of such provisions by whatever minimal amount is necessary to bring such provisions within the ambit of enforceability under applicable law. The Parties acknowledge that the noncompetition remedies at law for breach of Employee's covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants 12 are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition toinadequate, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, they agree that the Company shall be entitled entitled, at its election, to an injunction restraining Employee from breaching injunctive relief (without the necessity of posting bond against such breach or attempted breach), and to specific performance of such covenants in addition to any of other remedies at law or equity that may be available to the terms or provisions of this Section 6 or Section 27Company.

Covenant Not to Compete. (a) The Employee acknowledges In partial consideration of the payment of the Purchase Price, the Seller covenants and agrees that for a period of three (3) years following the Closing Date, none of Seller or any of its Affiliates shall, directly or indirectly, (i) as a result engage in, carry on, manage, operate, perform or control the management or operation of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning Restricted Business in any portion of the Companyterritory consisting of the United States (the “Restricted Territory”), its business, its customers and the industry in which it competes, or (ii) own any equity interest in any Person that is engaged in, carries on, manages, operates, performs or controls the Company's businessmanagement or operations of any Restricted Business in the Restricted Territory. (b) For purposes of this Section 6.2, the term “Restricted Business” means paternity or forensic test analyses. (c) Notwithstanding Section 6.2(a), it will not constitute a breach of this Section 6.2 for the Seller or its Affiliates to: (i) acquire (including through a merger other corporate transaction), invest in or own equity interests in any Person engaged in, carrying on, managing, operating, performing or controlling the management or operation of a Restricted Business, so long as (1) Seller and its Affiliates do not own, directly or indirectly, in large part, depends upon its exclusive possession and use the aggregate in excess of 5% of the Proprietary Information (as defined in Section 27)outstanding equity interests of such Person, (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv2) he has received in this Agreement good and valuable consideration for none of Seller or any of its Affiliates, directly or indirectly, manages, operates or controls the covenants he is making in this Section 6 and in Section 27. management or operation of such Person or any Restricted Business of such Person. (d) The Company Buyer and the Employee Seller acknowledge and agree that compliance with the covenants contained in this Section 6 6.2 is necessary to protect the Buyer and that a breach of any such covenant would result in Section 27 are reasonably necessary irreparable and continuing damage for which there would be no adequate remedy at law. The Seller agrees that in the protection event of any breach of such covenant, the Buyer shall be entitled to preliminary and permanent injunctive relief and to such other and further relief as is proper under the circumstances without the posting of any bond by the Buyer. If any court of competent jurisdiction determines any of the Company and are reasonably limited foregoing covenants to be unenforceable with respect to the activities they prohibit, their duration, their geographical term thereof or the scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect subject matter or geography covered thereby, then such covenant shall nonetheless be enforceable by such court against the Company from unfair competition Seller or other relevant Person upon such shorter term or within such lesser scope as may be determined by the Employeecourt to be reasonable and enforceable. In the event the Seller or any of its Affiliates is in violation of the aforementioned restrictive covenants, then the time limitation thereof shall be extended for a period of time during which such breach or breaches shall occur, unless a court of competent jurisdiction renders a final non-appealable judgment to the effect that such extension is illegal or unenforceable. (be) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement The Seller further covenants and for eighteen (18) months thereafter, the Employee shall notagrees that, without the prior written consent of the CompanyBuyer, ownneither the Seller nor any of its Affiliates will, managefor a period of one (1) year following the Closing Date, operate, control, serve solicit for employment as an employee, officer, directoragent, employeeconsultant, partner or consultant of or be connected in any way with or have any interest in any corporationadvisor, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at other capacity whatsoever, any time prior to or at the time employee of the date of termination of Buyer employed in the Employee's employment; except that the Employee may own up to 1% of the shares of Business. As used herein, “solicit” means contact or communicate in any publicly-owned corporationmanner whatsoever, including, but not limited to, contacts or communications by or through intermediaries, agents, contractors, representatives, or other parties, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding nothing herein shall be construed to prohibit the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated Seller from (i) by placing advertisements for employment that are aimed at the Companypublic at large in any newspaper, unless the Employee is terminated trade magazine, or other periodical in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)general circulation, or (ii) at the election of the Employee prior responding to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held any unsolicited inquiry by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenBuyer employee concerning employment. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee acknowledges For a period of five (5) years from the Closing Date, each Seller agrees for himself and herself only that he or she will not, directly or indirectly, (i) engage in the school bus transportation business or any business involving mass transportation of students for hire by motor vehicle, or other means of conveyance, as a result common carrier, contract carrier, private carrier or otherwise, in New York or New Jersey and/or in any other school district currently serviced by the Buyer or any of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, subsidiaries; (ii) engage in the Company's business, school bus dealership business in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), New York or New Jersey; (iii) solicit or endeavor to entice away from the Company is entitled to protection against Companies, Buyer or any of its subsidiaries any Person who is, or was during the unauthorized disclosure then most recent 6 month period, employed by or use by Employee associated with the Companies, Buyer of the Proprietary Information or the training and knowledge received by the Employee and any of their subsidiaries; (iv) he has received in this Agreement good and valuable consideration for solicit or endeavor to entice away from the covenants he is making in this Section Companies, Buyer or any of its subsidiaries any person or entity who is, or was within the then most recent 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection month period, a customer, client or prospect of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafterCompanies, the Employee shall notBuyer or any of its subsidiaries, without the written consent or (v) be a member of the Companya partnership or stockholder, owninvestor, managecreditor, operate, control, serve as an officer, director, employee, partner agent, associate or consultant of any person, partnership or corporation which does any of the acts described herein; Buyer and each Seller for himself and herself only acknowledge and agree that the remedies available to the Companies and Buyer at law in the event of a breach by Sellers of any of their covenants in this section 5.09 will be connected inadequate, and Buyer and the Companies or any successor shall be entitled to injunctive relief for the enforcement of this section 5.09, in any way with addition to all other remedies which may be available to Buyer or have any the Companies. (b) Notwithstanding the restrictions set forth in Article 5.07(a)(i), Xxxxxx X. Xxxxxx may continue to maintain a minority interest in any corporation, partnership, proprietorship or other entity which carries on business activities TNT Bus Company provided that he does not participate in competition with the Company's activities in any state day to day management of such company and further provided that upon the request of the United States or in any foreign country in which Buyer given during the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none term of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated Companies he shall use his reasonable best efforts to dispose of his interest in accordance with Section 7 or TNT Bus Company for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reasonreasonable consideration. (c) Each Seller covenants and agrees for himself and herself with Buyer that he/she will not at any time, except in performance of their obligations to Buyer hereunder, directly or indirectly, disclose any secret or confidential information that they may learn or have learned by reason of their association with the Companies. The Company and term "confidential information" includes information not previously disclosed to the Employee hereby agree that public or to the trade by the Companies' management, or otherwise in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their durationpublic domain, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to products, services, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product or service price lists, customer lists, technical information, financial information, business plans, prospects or opportunities. Sellers confirm that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force confidential information is and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force the exclusive property of the Companies. All business records, papers and effect as originally writtendocuments kept or made by Sellers relating to the business of the Companies shall be and remain the property of the Companies. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any A portion of the terms and provisions Base Purchase Price, as provided for in Schedule 5.07(d) shall be allocated to each of the Sellers in consideration of the covenants in this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 275.07.

Covenant Not to Compete. (a) The Employee acknowledges that Except as contemplated by the Umbrella Services Agreement or the Support Agreement: (i) as for a result period of his position thirty-six (36) months following the date hereof, CGG shall not, and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, shall procure that all of its business, its customers and the industry in Affiliates which it competescontrols do not, directly or indirectly, engage in the commercial sale (i.e., through the granting of licensee) anywhere in the world of any products the same or similar to those currently included in the Flagship Business; and (ii) CGG shall not, and shall procure that all of its Affiliates which it controls do not, use commercially the Company's businessnames "Flagship", "Petrosystems", "Stratimagic", "Seisfacies", "GEM", "Integral Plus", "Nexmodel" and "StratQC" or otherwise simulate any of the foregoing names. CGG and the Purchasers acknowledge the fact that a part of Stratimagic (the "propagator") is included in large part, depends upon some of the tools used by CGG or its exclusive possession and Affiliates centers in the course of their service activity to the clients. Should any of the tools making use of the Proprietary Information "propagator" be sold to a client (commercial sale through the granting of license) by CGG or any of its Affiliates, a royalty of U.S.$ 12,000 shall be paid to the Purchasers by CGG. It is specified that the use of the "propagator" by CGG or its Affiliates is made on an "as defined in Section 27), (iii) the Company is is" basis and that neither CGG nor any of its Affiliates will be entitled to protection against claim support or the unauthorized disclosure supply of updates to such products. CGG further undertakes to pay all third party royalties payments if and when due upon written notification by the Purchasers or use by Employee the Companies. Furthermore, CGG and the Purchasers (for themselves and on behalf of the Proprietary Information Companies) recognize that a "software development toolbox" (i.e., a set of software components; libraries, re-usables and modules which are not applications) related to and derived from GEM exists within the CGG or its Affiliates software development teams and that this software development toolbox has independently evolved during the training past two years and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27now significantly different. The Company parties nevertheless acknowledge that some similarities still exist at the level of the non-geoscience common tools (particularly drag and the Employee acknowledge drop and base map). The parties expressly agree that CGG and its Affiliates will retain the covenants contained entire and non restricted ownership of this software development toolbox and will therefore be entitled to further use, develop and maintain such tool box. CGG agrees not to, and shall procure that its Affiliates do not use the name "GEM" any longer in this Section 6 any external communication. In consequence therefore, the parties agree that any amount that may be due to the FSH will be shared equally between CGG and in Section 27 are reasonably necessary for Flagship SA and therefore CGG will reimburse as promptly as practicable, upon presentation of appropriate documentation, half of any amount paid by Flagship S.A. to the protection of the Company and are reasonably limited FSH with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the EmployeeGEM project. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee acknowledges that Executive agrees that, from the date he signs this Agreement until * , he will not, within any part of the United States where any Company is either engaged in the property and casualty insurance business and related businesses or has, within the twelve (i12) as a result month period before * , been actively planning to engage in such businesses: (1) engage directly or indirectly, in any capacity (including but not limited to owner, sole proprietor, partner, shareholder (unless his holding is for investment purposes only and is limited to less than 1% of his position and tenure the total combined voting power of all shares), employee, agent, consultant, officer or director) in any business which competes with the Company he has received and will continue PC Business; (2) solicit or attempt to receive specialized and unique training and knowledge concerning solicit any customers of the Company, its PC Business on behalf of such competing business, its customers and without prior written consent of the industry in which it competesChief Executive Officer of CIGNA or his designee * ; or (3) employ, (ii) engage for hire, solicit the Company's employment or engagement for hire, or otherwise attempt to employ or engage for hire, by or on behalf of any such competing business, in large part, depends upon its exclusive possession and use without the prior written consent of the Proprietary Information Chief Executive Officer of CIGNA or his designee * , any person who within the prior twelve (as defined 12) month period has been an officer or employee of any company engaged in Section 27)the PC Business, (iii) the Company is entitled to protection against the unauthorized disclosure unless such officer or use employee has been involuntarily terminated by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeecompany. (b) Except The provisions of subparagraph 11(a) will be of no force or effect if Executive's employment is terminated and: (1) The termination is a Termination upon a Change of Control, as provided defined in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and CIGNA Corporation Severance Benefits Plan for eighteen (18) months thereafter, the Employee shall not, without the written consent Members of the CompanyExecutive Group, ownand * ; (2) or (3) The termination is initiated by CIGNA Companies * ; however, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 subparagraph 11(b)(3) shall not apply if the Employee's employment with the Company under this Agreement termination is terminated either (iA) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election on account of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority andExecutive's misconduct, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain described in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.published

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen twelve (1812) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under is terminated during the term of this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a9(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. Employee agrees that it would be impossible to engage in the business (aother than on behalf of the Company in the course of his employment with the Company) The Employee acknowledges that without causing significant injury to the Company's legitimate business interests, including, without limitation, the Company's interests in (i) as a result of his position protecting its trade secrets and tenure with the Company he has received other Confidential Information and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) preserving its relationships with its existing and prospective customers, suppliers and other business relationships. Employee further agrees that Company has provided and will provide him with extraordinary and specialized training with regard to the conduct of the business and beyond the training, if any, that he possessed prior to commencing his employment with the Company. Employee further agrees that the extraordinary and specialized training that the Company as provided and will provide him with has contributed and will contribute to the Company's businessgoodwill with its existing and prospective customers, in large part, depends upon its exclusive possession suppliers and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 other business relationships. For and in Section 27. The Company consideration of this Agreement, and the acquisition of Direct Partner Telecom, Inc., Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b)agrees that, during the period in which the Employee renders services to the Company under term of this Agreement and while Employee is otherwise employed by Company and for eighteen a period of three (183) months thereafter, years following the termination of this Agreement by Company "For Cause" or by Employee shall other than for "Good Reason," he will not, without the written consent of the Companydirectly or indirectly, own, manage, operate, control, participate in the ownership of, manager or control, have a proprietary interest in, be employed by or serve as an officera consultant or independent contractor to, director, employee, partner or consultant of or be connected in any way with other capacity for, or have establish any interest in business relationship with, any corporationfirm, individual, partnership, proprietorship joint venture, corporation, limited liability company or other entity whatsoever, of whatever nature, which carries on business activities in competition with the Company's activities shall in any state means or manner be engaged in the business of providing the United States or in any foreign country in which same type of telecommunications services as the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenantprovides. Notwithstanding the foregoing, in the provisions of this Section 6 shall not apply if the Employee's employment with the Company under event this Agreement is terminated by Company other than "For Cause" or by Employee for "Good Reason" then the aforementioned restriction shall only apply for such period of time that Employee is receiving Severance Pay plus six (i6) by months. Employee acknowledges and agrees that, but for the Employees execution of this provision, Covenant Not to Compete, the Company would not have agreed to enter into this Agreement or enter into the acquisition of Direct Partner Telecom, Inc. This Covenant Not to Compete is intended for the benefit of Company, Direct Partner Telecom, Inc. Michael Egan and Edward Cespedes. Further, this Covenant Not to Compxxx xxx xx xnforcxx xx xxx xxxxxssor or assignee of the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)Direct Partner Telecom, or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good ReasonInc., Michael Egan and/or Edward Cespedes. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. Loscalzo and WL each acknowledge that, as of the date hereof: (a) The Employee acknowledges the Xxxxxxx is engaged in the business of developing and providing educational programs for the accounting, engineering, legal and other professions, various market segments, such as financial services, insurance and pharmaceuticals, and compliance and ethics programs for the general corporate market (the "Competitive Business"); (b) the Competitive Business is currently conducted, or proposed to be conducted, throughout the United States (the "Restricted Area"); and (c) the agreements and covenants contained in this Section 6.04 are essential to protect the business and goodwill of the Company which business and goodwill are being acquired by SmartPros hereunder in exchange for the Consideration. Accordingly, each of Loscalzo and WL agrees that for a period of ten (10) years from and axxxx xxx Closing Date (the "Restricted Period"), she or he will not, directly or indirectly, in the Restricted Area, otherwise than as an employee of or consultant to the Company: (x) engage or participate in the Competitive Business; (y) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person or entity engaged in the Competitive Business; or (z) acquire an equity interest in any person engaged in the Competitive Business; provided that Loscalzo and WL may each own, directly or indirectly, solely as a paxxxxx xxvestment, not more than five (5%) percent of the outstanding securities of any company traded on any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. Notwithstanding the foregoing, neither Loscalzo nor WL shall be deemed to be engaging in a Competitive Busixxxx xxxing the Restricted Period by (i) as teaching accounting or accounting-related subject matter or performing accounting-related research or writing at a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Companycollege, its business, its customers and the industry in which it competesuniversity or other secondary level educational institution, (ii) writing occasional articles on the Company's businesstopic of accounting or related subject matter for dissemination in journals, in large partmagazines and other media intended for general circulation or circulation within the accounting profession generally, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), or (iii) practicing traditional accounting, including the Company is entitled to protection against rendering of audit and attest services, tax and forensic accounting, and related consulting services; PROVIDED, HOWEVER, being employed or retained by an academic institution or other employer that has a division or branch that engages in a Competitive Business shall not alone be deemed a violation of this Section 6.04, so long as the unauthorized disclosure Executive does not personally participate or use by Employee otherwise engage in the Competitive Business or work in or assist the division or branch that engages in the Competitive Business. Loscalzo and WL each acknowledge that a violation of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making any of txx xxxxxants contained in this Section 6 6.04 may cause irreparable injury to SmartPros and that money damages would not provide an adequate remedy to SmartPros, and therefore, SmartPros shall, in addition to, and not in lieu of, any other rights and remedies available to any of them under law or in equity, have the right and remedy to have the covenant set forth in this Section 276.04 specifically enforced by any court of competent jurisdiction. The Company and In the Employee acknowledge and agree that event the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein 6.04 should be held by any court or other duly constituted legal judicial authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area jurisdiction or jurisdiction notwithstanding with respect to any particular activity or with respect to the operation period of this Section 6(c)restraint, then the parties hereto will consider this Section 6 such covenants so affected shall be deemed to be have been amended and modified so as to eliminate therefrom that the particular area jurisdiction or jurisdiction activity as to which such noncompetition covenants are so held to be void or otherwise unenforceableunenforceable or to reduce the period of restraint, and, as so modified and as to all other areas jurisdictions and jurisdictions activities covered by the noncompetition covenantshereby, the terms and provisions hereof shall remain in full force and effect as originally writteneffect. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. i. The Endo Group is currently engaged in the business of branded and generic pharmaceuticals, with a focus on product development, clinical development, manufacturing, distribution and sales and marketing. To protect the Confidential Information and other trade secrets of the Endo Group as well as the goodwill and competitive business of the Endo Group, Executive agrees, during the Employment Term and for a period of six (a6) The Employee acknowledges months after the Termination Date, that Executive will not, unless otherwise agreed to by the Company, anywhere in Ireland the United Kingdom, Luxembourg, Canada or any other country where, (i) as a result of his position at the Termination Date, the Endo Group develops, manufactures, distributes, markets or sells its products and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) Executive has had dealings on behalf of the Company's businessEndo Group, or for which he has been responsible, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided each case in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen twelve (1812) months thereafter, the Employee shall not, without the written consent of the CompanyEmployment Term, ownexcept in the course of Executive’s employment hereunder, directly or indirectly manage, operate, control, serve as an officeror participate in the management, directoroperation, employeeor control of, partner or consultant of or be connected in any way with or have any interest in any corporationemployed by, partnershipassociated with, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold manner connected with, lend Executive’s name to, or installed its render services or advice to, any third party or any business whose products or systems services compete in whole or has definitive plans in part with the products or services (both on the market and in development) material to sell the Endo Group or install its products at any time prior to or at the time of business unit on the date of termination of the EmployeeEmployment Term constitutes more than 5% of the Endo Group's employmentrevenue on the date of termination of the Employment Term (a “Competing Business”); except provided, however, that (A) a business shall not be a Competing Business to the Employee extent it competes with a member of the Endo Group with which the Executive did not have material dealings in the twelve (12) months prior to the Termination Date, and (B) Executive may in any event (i) own up to 1a 5% passive ownership interest in any public or private entity and (ii) serve on the board of any Competing Business that competes with the business of the shares Endo Group as an immaterial part of any publicly-owned corporationits overall business, provided that none he recuses himself fully and completely from all matters relating to such business. ii. For purposes of his other relationships this Section 9(c), any third party or any business whose products compete includes any entity with such corporation violates such covenantwhich the Endo Group has had a product(s) licensing agreement during the Employment Term and any entity with which the Endo Group is at the time of termination of the Employment Term actively negotiating, and eventually concludes within twelve (12) months of the Employment Term, a commercial agreement. iii. Notwithstanding the foregoing, the provisions it shall not be a violation of this Section 6 shall 9(c), for Executive to provide services to (or engage in activities involving): (A) a subsidiary, division or affiliate of a Competing Business where such subsidiary, division or affiliate is not apply engaged in a Competing Business and Executive does not provide services to, or have any responsibilities regarding, the Competing Business; (B) any entity that is, or is a general partner in, or manages or participates in managing, a private or public fund (including, without limitation, a hedge fund) or other investment vehicle, which is engaged in venture capital investments, leveraged buy-outs, investments in public or private companies, other forms of private or alternative equity transactions, or in public equity transactions, and that might make an investment which Executive could not make directly, provided that in connection therewith, Executive does not provide services to, engage in activities involved with, or have any responsibilities regarding a Competing Business; (C) an affiliate of a Competing Business if Executive does not provide services, directly or indirectly, to such Competing Business and the Employee's employment with basis of the affiliation is solely due to common ownership by a private equity or similar investment fund; and (D) a Competing Business, provided the activities and/or services are not the same or similar activities and/or services as those which Executive previously provided to the Company and/or the Endo Group; provided, that, in each case, Executive shall remain bound by all other post-employment obligations under this Agreement is terminated including, but not limited to, Executive’s obligations under Sections 8, 9(b), (ic), (d) by the Companyand (e) herein; provided, unless the Employee is terminated further, that Executive’s provision of services to (or engagement in accordance with Section 7 or for Cause activities involving) any entity described in accordance with Subsection 9.1(aclauses (A), (B) or 9.2(a), or (iiD) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then 9(c)(iii) shall be subject to the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any prior approval of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Board.

Covenant Not to Compete. Employee agrees that during the course of his employment, he has received Confidential Information and training, designed to give him special skills and to provide UTI with a competitive advantage and which has commercial value. Employee acknowledges that UTI has a legitimate interest in protecting its Confidential Information and in taking reasonable steps to protect its goodwill, its relationships with students, employees, consultants, vendors, suppliers, manufacturers, and to protect itself against unfair competition. Employee therefore agrees: (a) The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received As used in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect Agreement, to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are “Compete” shall mean directly or indirectly to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, join, control, serve as an be employed by, or become a director, officer, directorshareholder (holding 5% or more of shares) of, employee, partner or consultant to, any entity or person that (i) owns or operates a post-secondary educational institution which teaches or trains individuals in motorcycle, marine, automotive, diesel, and collision repair and refinishing technologies, or any one or more of these programs; (ii) is considering or be connected contemplating a program or an investment in a program that teaches or trains individuals in motorcycle, marine, automotive, diesel, and collision repair and refinishing technologies, or anyone or more of these programs; (iii) any entity engaged in any way similar or incidental business conducted, or engaged in, by UTI prior to the date hereof or at any time during the Employee’s employment. (b) For a period of twelve (12) months (or for nine (9) months if a court finds that twelve ( 12 ) months are unreasonable or for a period of six (6) months if a court finds that nine (9) months are unreasonable after the Termination Date, Employee agrees that he shall not Compete with or have any interest UTI anywhere within UTI’s sales territory. Employee agrees that in any corporationlight of UTI’s business style and character, partnershipits marketing methods, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state location of its campuses and its sales strategy; it is reasonable to consider that UTI’s sales territory extends throughout the United States or in any foreign country and Puerto Rico. (If a court of competent jurisdiction finds that this territory is unreasonable, then the sales territory shall be considered all states in which UTI has a campus and all states which are contiguous to a state with a UTI campus. If a court of competent jurisdiction finds that this territory is unreasonable, then the Company sales territory will be considered to be all states in which UTI has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(aa campus.), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and Employee agrees to disclose, during the Employee hereby agree that in twelve (12) month period following the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority termination of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenantsemployment, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of Paragraph 15 to any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27potential future employer.

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge Shareholders (except for Gibsxx) xxintly and agree severally (subject to the limitations on the individual liability of the Shareholders and Exult's obligation to exhaust all of the remedies available to it with respect to any and all Shareholders that the covenants contained in breach this Section 6 and 7.5, in each case, as set forth in Section 27 are reasonably necessary 10.1 hereof), agree not to do any of the following: (a) for an initial period commencing on the protection Closing Date and terminating on the second anniversary thereof, unless such period shall be extended in accordance with the terms hereof (such period, as so extended, being referred to herein as the "CONSULTING NON-COMPETE PERIOD"), compete with the management consulting services provided by the GPI Business Unit (as hereinafter defined), any other services provided by the GPI Business Unit during the 12-month period preceding the termination of such Shareholder's employment with Exult or any services the GPI Business Unit shall have contemplated rendering (as evidenced by substantive internal memoranda) during the 12-month period preceding the termination such Shareholder's employment with Exult (collectively, the "CONSULTING BUSINESS") in the United States, the United Kingdom, Switzerland, France, Australia, New Zealand or Germany (the "RESTRICTED TERRITORY"), or otherwise solicit, accept or render management consulting services or provide any advice or substantial assistance (whether individually or as a principal, stockholder, partner, employee or agent of any Person) relating to the Consulting Business (such competitive activities being referred to herein as "COMPETITIVE CONSULTING PRACTICES") to any Person in the Restricted Territory if such Person, directly or indirectly, competes (or, to Exult's or such Shareholder's knowledge, after due inquiry, intends to compete or is preparing to compete) with the Consulting Business in any manner; provided, however, that each Shareholder shall be subject to (x) a one-year extension of the initial Consulting Non-Compete Period if such Shareholder shall remain employed by Exult through the date the Second Installment is paid to the Company and are reasonably limited with respect (y) a two-year extension of the initial Consulting Non-Compete Period if such Shareholder shall remain employed by Exult through the date the Third Installment is paid to the activities they prohibitCompany; provided, their durationfurther, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose engagement by Bob Xxxx xx any leadership development and effect executive coaching activities shall not be deemed, in and of itself, to violate the covenants are to protect the Company from unfair competition by the Employee.prohibitions of this clause (a); (b) Except for an initial period commencing on the Closing Date and terminating on the third anniversary thereof, unless such period is extended in accordance with the terms hereof (such period, as so extended, being referred to herein as the "BPO NON-COMPETE PERIOD"), compete with the business process outsourcing services provided by Exult, any other services provided by Exult during the 12-month period preceding the termination of such Shareholder's employment with Exult or any services Exult shall have contemplated rendering (as evidenced by substantive internal memoranda) during the 12-month period preceding the termination such Shareholder's employment with Exult (collectively, the "EXULT BUSINESS") in the last sentence Restricted Territory, or otherwise solicit, accept or render business process outsourcing services or provide any advice or substantial assistance (whether individually or as a principal, stockholder, partner, employee or agent of this Section 6(b)any Person) relating to the Exult Business to any Person in the Restricted Territory if such Person, during directly or indirectly, competes (or, to Exult's or such Shareholder's knowledge, after due inquiry, intends to compete or is preparing to compete) with the period Exult Business in which any manner; provided, however, that each Shareholder shall be subject to (i) a one-year extension of the Employee renders services initial BPO Non-Compete Period if such Shareholder shall remain employed by Exult through the date the Second Installment is paid to the Company under this Agreement and for eighteen (18ii) months thereafter, the Employee shall not, without the written consent a two-year extension of the initial BPO Non-Compete Period if such Shareholder shall remain employed by Exult through the date the Third Installment is paid to the Company; (c) during the applicable Consulting Non-Compete Period, owndirectly or indirectly, manage, operate, control, serve (i) induce any Client or Prospective Client (as an officer, director, employee, partner such terms are defined below) of the Consulting Business or consultant of the Exult Business to patronize any business which is directly or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities indirectly in competition with the Company's activities Consulting Business or the Exult Business conducted by Exult or its subsidiaries, successors or assigns (collectively the "EXULT COMPANIES") in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employmentRestricted Territory; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election canvass, solicit or accept from any Client or Prospective Client of the Employee prior to Consulting Business or the Triggering Date after the occurrence Exult Business conducted by any of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that Exult Companies, any such competitive business in the event that Restricted Territory; or (iii) request or advise any Client or Prospective Client of the noncompetition covenants contained herein should be held Consulting Business or the Exult Business conducted by any court of the Exult Companies in the Restricted Territory to withdraw, curtail or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of cancel any such court Client's or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by Prospective Client's business with any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written.Exult Companies; (d) Employee recognizes during the applicable Consulting Non-Compete Period, directly or indirectly, employ any person who was employed by any Exult Company during such Consulting Non-Compete Period, or in any manner seek to induce any employee of any Exult Company to leave his or her employment with such Exult Company; (e) except as may be necessary in connection with such Shareholder's employment with Exult after the Closing Date, directly or indirectly, in any way utilize, disclose, copy, reproduce or retain in such Shareholder's possession any of the Company's proprietary rights or records acquired hereunder, including (without limitation) any customer lists; and (f) for the purposes hereof (i) "CLIENT" shall mean any Person for which the Company or Exult shall have rendered Consulting Business services or Exult Business services, as the case may be, during the applicable Consulting Non-Compete Period or the one-year period preceding the Closing Date and acknowledges (ii) "PROSPECTIVE CLIENT" shall mean any Person (other than a Client) to which the Company or Exult shall have submitted a written proposal for the provision of Consulting Business services or Exult Business services, as the case may be, or with which the Company or Exult shall have entered into substantive discussions contemplating the rendering of Consulting Business services or Exult Business services, as the case may be, provided that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company Exult, as the result case may be, shall have had or shall have a reasonable expectation of any breach of this Section 6 being retained by such Person to render such services during the Consulting Non-Compete Period or Section 27 would be difficult to ascertain. Employee agrees, at the election of one-year period preceding the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.Closing Date;

Covenant Not to Compete. In consideration of the Employment, Employee agrees that, during the Term of this Agreement and, if the Employment is terminated pursuant to Section 4(c), 4(d) or 4(e), for a period of two (a2) years after such termination, Employee will not, in the Restricted Area (defined below), engage in the Business (as defined in the Merger Agreement) or any other business in which the Company is engaged or planning to engage on the date the Employment terminates, nor will the Employee directly or indirectly compete with the Company, or perform services for, advise, be financially interested in, or own any interest in or loan money to, any other business engaged (or seeking the Employee's services with a view to becoming engaged) in the Business or any other business in which the Company is engaged or planning to engage on or prior to the date the Employment terminates. For purposes of this Section 8, the term "Restricted Area" means the geographic United States. The Employee agrees that any violation of this Section 8 is likely to cause such damage to the Company as may be irreparable or impossible of ascertainment. The Employee agrees that the Company shall, as a matter of course, be entitled to an injunction issued out of any court of competent jurisdiction pertaining to any violations of this Section 8 and such injunction or injunctions shall be cumulative and in addition to any other remedies that the Company may have. The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers geographical areas covered by this Section 8 and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession periods of duration of such restrictions are reasonable and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to Company. In the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge event that the purpose and effect any of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 8 shall be held to be invalid or unenforceable, the same shall not apply if affect the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 validity or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election enforceability of the Employee prior to the Triggering Date after the occurrence other provisions of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company this Section 8, and the Employee hereby agree that in the event that such claim of invalidity or unenforceability of any of the noncompetition covenants contained herein should provisions shall be held by predicated upon the length of the term of this Section 8 or the area covered thereby, such provision shall not be deemed invalid or unenforceable but shall be deemed modified to the maximum area and maximum term of variation as any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended shall deem reasonable and modified with respect to that particular area or jurisdiction so necessary and as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force valid and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.enforceable

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of during his position and tenure employment with the Company he he, at the expense of the Company, has received been and will continue to receive specialized and unique training and knowledge concerning be specially trained in the business of the Company, its businesshas established and will continue to establish favorable relations with the customers, its customers clients and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use accounts of the Proprietary Information (as defined in Section 27)Company or any subsidiary, (iii) the Company is entitled to protection against the unauthorized disclosure parent or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection affiliate of the Company and are reasonably limited with respect has had and will continue to have access to the activities they prohibitIntellectual Property, their duration, their geographical scope trade secrets and their effects on the Employee and the public. The parties acknowledge that the purpose and effect Confidential Information of the covenants are Company or any subsidiary, parent or affiliate of the Company. Therefore, in consideration of such training and relations, and in consideration of his continued employment with the Company, the increase in compensation and additional benefits provided in this Agreement, the issuance of restricted units pursuant to a separate Restricted Unit Award Agreement dated the date hereof (the “Restricted Unit Agreement”), and to further protect the Intellectual Property, trade secrets and Confidential Information of the Company from unfair competition or any subsidiary, parent or affiliate of the Company, Employee agrees that during the term of his employment by the Employee. Company and for a period of two (b2) Except as provided in years from and after your resignation or the last sentence voluntary or involuntary termination of such employment for any or no reason (including termination of employment by the Company due to the fulfillment of the then-current term of this Agreement pursuant to Section 6(b12(a)), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafterhe will not, the Employee shall notdirectly or indirectly, without the express written consent of the Company, except when and as requested to do in and about the performing of his duties under this Agreement: (a) own, manage, operate, controlcontrol or participate in the ownership, serve management, operation or control of, or have any interest, financial or otherwise, in or act as an officer, director, partner, manager, member, principal, employee, partner agent, representative, consultant or consultant of independent contractor of, or be connected in any way with assist, any individual or have entity in the conduct of any interest business that stores or transports natural gas or natural gas liquids and is located in any corporation, partnership, proprietorship the “New England States” or other entity which carries on is doing business activities in competition with the Company's activities in any state or any contiguous state of any then current natural gas or natural gas liquids storage or transmission location of the United States Company or any subsidiary, parent or affiliate of the Company; The “New England States” are defined as Maine, New Hampshire, Vermont, Massachusetts, Rhode Island or Connecticut. (b) contact any Potential Acquisition Target, or in any foreign country way assist any individual or entity in contacting, evaluating or acquiring a Potential Acquisition Target; The term Potential Acquisition Target shall mean any business which the Company has sold made formal offer to purchase, entered into a letter of intent to purchase, participated in a purchase auction, received a request to bid, or installed its products targeted for purchase, or systems received non-public transactional ideas, financial or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the operation information while Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) was employed by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court divert or other constituted legal authority of competent jurisdiction attempt to be effective in any particular area divert clients or jurisdiction only if said covenants are modified to limit their duration, geographical area customers (whether or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply not such persons have done business with the order Company or any subsidiary, parent or affiliate of the Company once or more than once) or accounts of the Company or any such court subsidiary, parent or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, affiliate of the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written.Company; or (d) Employee recognizes and acknowledges that entice or induce or in any manner influence any person who is or becomes in the employ or service of the Company would suffer irreparable harm and substantial loss if Employee violated or any subsidiary, parent or affiliate of the terms and provisions Company to leave such employ or service for the purpose of this Section 6 engaging in a business that may be in competition with any business now or Section 27 and that at any time during the actual damages which might be sustained period hereof engaged in by the Company as or any subsidiary, parent or affiliate of the result of any breach of this Section 6 or Section 27 would be difficult to ascertainCompany. Notwithstanding the foregoing provisions, Employee agreesmay (i) take action for, on behalf of, and at the election direction of the Company and in addition topursuant to a written agreement with the Company or otherwise, and not in lieu of, the Company's right (ii) own up to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any 5% of the terms outstanding equity securities in any corporation or provisions of this Section 6 entity (including units in a master limited partnership) that is listed upon a national stock exchange or Section 27actively traded in the over-the-counter market.

Covenant Not to Compete. The Employee covenants that during his employment and for one (1) year following the termination of his employment for any reason (the “Noncompetition Period”) and within the “Noncompetition Area” below, he shall not, directly or indirectly, as owner, employee, stockholder, principal, agent, consultant, trustee or otherwise or through the agency of any corporation, partnership, association, or other entity (other than the Company) compete with the Company in the “Business” as defined below. (a) The Employee acknowledges and agrees that the Company does business on an international basis and that the Employee will assist the Company in developing the Company’s business in both the United States, India and Europe, and the Company has customers throughout the United States, India and Europe, and the Employee will be involved in servicing those customers, and that any breach of the Employee’s covenants contained herein would materially damage the Company, regardless of the area of the world in which the activities constituting such breach were to occur. Accordingly, for purposes of this Agreement, the “Noncompetition Area” shall be: (i) as a result the State of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, North Carolina; (ii) any state other than North Carolina in which the Company conducts the “Business” and in or for which the Employee assists or performs services assisting the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), ; (iii) any political subdivision of foreign countries in which the Company is entitled to protection against currently does “Business” or does “Business” at the unauthorized disclosure or use by Employee time of termination of the Proprietary Information or Employee’s employment with the training and knowledge received by the Employee and Company; and (iv) he has received in this Agreement good and valuable consideration for any other state, country, or political subdivision where the covenants he is making in this Section 6 Company does “Business” and in Section 27. The Company and or for which the Employee acknowledge and agree that assists or performs services assisting the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the EmployeeCompany. (b) Except as provided in For the last sentence purposes of this Section 6(b)Agreement, during “Business” shall include any business, service, or product engaged in, provided, or produced by the period in which Company from the Employee renders services date of this Agreement to the Company under this Agreement and for eighteen (18) months thereafter, date of the Employee shall not, without termination of the written consent of Employee’s employment with the Company, ownincluding, managebut not limited to, operate(i) the business of development, controlproduction, serve as an officermarketing, directordesign, employeemanufacturing, partner leasing or consultant selling software related to business plans, accounting or legal services for use by small businesses, whether for use by professionals or consumers; (ii) the business of development, marketing and operation of a business services Internet portal for use by small businesses, and other products or be connected in services related to any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in foregoing; (iii) providing web-hosted applications and technology infrastructure syndication and/or (iv) any foreign country in which other business conducted by the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time immediately prior to or at the time of the date of termination of Employee’s employment or in which the Company shall at the time of termination of Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's ’s employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election be actively preparing for. For purposes of the Employee prior to the Triggering Date after the occurrence foregoing definition of an Event of Default which has not been waived in writing or on or after the Triggering Date “Business,” a “small business” is any business enterprise with fewer than 100 employees and a “business services Internet portal” is a web site providing users with multiple online business resources covering broad topics for Good Reason. (c) The Company small businesses such as, for example only, marketing, financial management, legal, and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court business strategies using databases, online documents, reference material, chat rooms, newsgroups, hyperlinking or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writteninformation tools. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee acknowledges Seller, on behalf of itself and its Affiliates, hereby covenants and agrees that, for a period of six years beginning on the Closing Date (the “Restriction Period”), neither Seller nor its Affiliates shall, anywhere in the world, formulate, develop, produce, manufacture, market, sell or distribute (either through its own efforts or by contracting with or licensing a third party to do any of the foregoing) any product that (i) contains cyanocobalamin as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competesan active ingredient formulated for intranasal delivery, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27)can be used to determine glomerular filtration rate, (iii) can be utilized in the Company is entitled to protection against the unauthorized disclosure or use by Employee treatment of the Proprietary Information indications set forth on Schedule 2.04, or the training and knowledge received by the Employee and (iv) he has received contains the active ingredients contained in this Agreement good any of the Products (products includible in any of sub parts (i) – (iv) of the previous sentence, the “Competing Products”). Other products that contain the active ingredients contained in any of the Products shall not be considered Competing Products if the presence of such ingredient is present solely as a carrier and valuable consideration is not sold for treatment of any of the covenants he is making indications for which any of the Products are sold. During the Restriction Period, neither Seller nor its Affiliates shall prepare for or pursue (or assist a third party in preparing for or pursuing) an IND or NDA (in the USA, or its equivalent in any other country in the world) with respect to the Products (including any additional indications with respect thereto) or any Competing Product, nor shall Seller or any of its Affiliates formulate, develop, use, or commercially exploit (or assist any third party in such) the Products or the active ingredients thereof anywhere in the world for any usages (except usages solely as a carrier (but not as the active ingredient) for drugs to be utilized for indications other than those for which the Products are sold). For purposes of this Section 6 2.04, the provision of, or allowing access to, any Product related Know-how to third parties shall be considered “assisting” such third party in violation of this Section 2.04. This covenant shall not apply to then existing or future operations of any Person that acquires the Company (including its continuation of such then existing operations), by way of merger, stock purchase, asset purchase or otherwise, or any of such Person’s Affiliates provided such acquirer thereafter does not utilize any assets, rights, know-how, facilities, clinical data, sales or marketing or distribution systems of the Seller or its Affiliates (that were Affiliates prior to such acquisition), or any employees of the Seller or its Affiliates (that were Affiliates prior to such acquisition) in the activities that would, but for this sentence, be a violation of this Section 2.04. This covenant shall further not apply to any of Seller’s shareholders and other Affiliates of Seller that are not controlled or employed by Seller (“Excluded Affiliates”) provided that any such Excluded Affiliate does not utilize any assets, rights, know-how, facilities, clinical data, sales or marketing or distribution systems of Seller or obtained from the Seller (unless such was misappropriated or otherwise wrongfully obtained), or any employees of the Seller in the activities that would, but for this sentence, be a violation of this Section 27. The Company 2.04. (b) Seller, for itself and the Employee acknowledge its Affiliates, acknowledges and agree agrees that (i) the covenants contained in this Section 6 2.04 are incident to the sale of the Business and the Products and are an important part of the consideration to be received by Buyer in Section 27 are reasonably necessary exchange for the protection of consideration paid by Buyer pursuant hereto; (ii) the Company activities prohibited by this Section 2.04 are not Seller’s only means for business and are reasonably limited with respect to not required for the activities they prohibit, their duration, their geographical scope and their effects continuation of its business; (iii) that the Buyer is relying on the Employee covenants contained in this Section 2.04 in its decision to enter into this Agreement and purchase the Business and Purchased Assets; (iv) the Buyer has a right to protection from competition from the Seller and its current Affiliates during the Restriction Period; and (v) the Buyer has a valid interest in preventing such competition throughout the United States and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeeentire world. (bc) Except as provided in the last sentence Each of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 2.04 shall not apply if the Employee's employment with the Company under be construed as an agreement independent of any other provision contained in this Agreement is terminated (i) by the CompanySection 2.04 or elsewhere in this Agreement, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained restrictions herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area each of the States in the United States and each country in the world shall be an agreement independent of the restrictions with respect to the other States or jurisdiction so as other countries, and each provision (and the restrictions with respect to comply with each such state or country) shall be enforceable in both law and equity, including by temporary or permanent restraining orders or injunctions, notwithstanding the order existence of any such court claim or other constituted legal authority andcause of action Seller may have or claim against Buyer, as to all other jurisdictions whether predicated on this Agreement or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally writtenotherwise. The Company and the Employee further agree that in In the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation provision of this Section 6(c)2.04, or the restrictions with respect the conduct that constitutes competition, to any one or more States or countries, or the time period of the restrictions, are held to be invalid or overbroad, then such provisions, States or countries shall be modified, reduced, or deleted if deemed appropriate, by the parties hereto will consider applicable court such that the remainder of this Section 6 to be amended 2.04, restricted conduct, the States and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceablecountries included in the restricted territory, andand the time period, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof thus modified shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages effect. During each period in which might be sustained by the Company as the result of any Seller is in breach of this Section 6 or Section 27 would 2.04 of this Agreement, the Restriction Period in the applicable country shall be difficult to ascertainextended for the length of each such period of breach. Employee agrees, at the election Seller acknowledges and agrees that a breach by Seller of the Company covenants set forth in this Section 2.04 will cause irreparable damage to Buyer and the Business and, therefore, Seller agrees that in the event it or its Affiliates breaches any of such covenants, Buyer is entitled to a grant of injunctive relief from a court of competent jurisdiction in addition to, to any and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which allowed by law or in equity, without the Company may have at law and/or equity for such breach, that the Company shall be entitled requirement to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27post bond.

Covenant Not to Compete. (a) The Employee acknowledges Shareholders hereby covenant and agree that (i) as a result of his position and tenure for the period commencing with the Company he has received Closing Date and will continue ending two (2) years from such date (except as to receive specialized and unique training and knowledge concerning Xxxx Xxxxxx only, the Companytime period shall be five (5) years), its businessthe Shareholders shall not, its customers and except as agreed upon in writing by SFBC or pursuant to the industry Employment Agreements referred to in which it competes, (iiSection 4.1(l) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (Agreement, as defined in Section 27)5.2(e) directly or indirectly, (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period within any geographic area in which Xxxxxx has done business (the Employee renders services to the Company under this Agreement and for eighteen (18“Area”) months thereafter, the Employee shall not, without the written consent of the Company, directly or indirectly own, manage, operate, finance, join, control, serve or participate in the ownership, management, operation, finance or control of, or be connected with, in any manner, any entity, business enterprise or operation engaged in the operation of a bioanalytical laboratory or other business engaged in any aspect of the business of Xxxxxx, related technologies, developments, inventions, improvements, or technical information. (b) In addition to the restrictions imposed by Section 5.2(a), the Shareholders hereby covenant and agree that for the period commencing with the Closing Date and ending two (2) years from such date (except for Xxxx Xxxxxx only, the time period shall be five (5) years), the Shareholders shall not, directly or indirectly (as an officerdefined in Section 5.2(e) below), directorwithin the Area: (i) solicit or accept business from any Person which was a Client of Xxxxxx at or anytime prior to the date hereof, employeeincluding actively sought prospective Clients, partner for the purposes of providing services customarily offered by or consultant relating to the business of Xxxxxx; (ii) induce or attempt to induce or influence any employee of SFBC, Surviving Corporation or any Subsidiary of SFBC or Sub to terminate his or her employment with SFBC or the Subsidiary of SFBC, (iii) engage in any business which is in competition with any business of Xxxxxx, or in which the Xxxxxx now engages or at this time contemplates becoming involved in including, without limitation, any related services of the Business. (c) Except with respect to the Surviving Corporation, the Shareholders shall not own, manage, operate, join, control or participate in the ownership, management, operation or control of or be connected in any way with manner with, directly or have indirectly, any interest in any corporationbusiness conducted under the name Xxxxxx Technology, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)Inc., or (ii) at any similar name, or any derivatives thereof without the election prior written consent of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenSFBC. (d) Employee recognizes The Shareholders shall hold in confidence and acknowledges refrain from disclosing, publishing or making use of all knowledge and information of a confidential nature relating to the business of Xxxxxx prior to the Closing Date, except knowledge and information which (i) is or becomes generally available to the public other than as a result of a disclosure prohibited hereby, (ii) is required to be disclosed by law, or (iii) is used in the business of Xxxxxx and not in contravention of any other provisions of this Agreement. (e) For the purposes of this Agreement, the words “directly or indirectly” shall include, but not be limited to, (i) acting as an agent, officer, director, managing member, partner, representative, consultant, independent contractor, or employee of any Person, and (ii) participating as an owner, partner, limited partner, member, joint venturer, material creditor or stockholder (except as a stockholder holding less than five percent interest in a corporation whose shares are traded on a national securities exchange or in the Nasdaq Stock Market unless the Shareholders control such corporation, either alone or with others of such Person). (f) The Shareholders acknowledge that their expertise in the Company would suffer irreparable harm business of Xxxxxx is of a special, unique, unusual, extraordinary and substantial loss if Employee violated intellectual character, which gives said expertise a peculiar value, and that a breach by the Shareholders of the provisions of this Agreement cannot reasonably or adequately be compensated in damages in an action at law; and such a breach of any of the terms provisions contained in this Agreement will cause SFBC and Surviving Corporation irreparable injury and harm. The Shareholders further acknowledge that they individually and collectively possess unique skills, knowledge and ability and that competition by any one or all of them, in violation of this Agreement or any other breach of the provisions of this Section 6 Agreement would be extremely detrimental to SFBC and the Surviving Corporation. By reason thereof, the Shareholders agree that SFBC and/or the Surviving Corporation shall be entitled, in addition to any other remedies it may have under this Agreement, by law or Section 27 equity, or otherwise, to preliminary and that the actual damages which might be sustained by the Company as the result of permanent injunctive and other equitable relief to prevent a breach or curtail any breach or threatened breach of this Section 6 Agreement by the Shareholders without having to plead or Section 27 would be difficult to ascertain. Employee agrees, at the election prove lack of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have adequate remedy at law and/or equity for such breachor irreparable harm or post a bond or other security; provided, however, that the Company no specification in this Agreement of a specific legal or equitable remedy shall be entitled to an injunction restraining Employee from breaching any construed as a waiver or prohibition against the pursuing of other legal or equitable remedies in the terms or provisions event of this Section 6 or Section 27such a breach.

Covenant Not to Compete. (a) The Employee acknowledges Xxxx Xxxxxxxx and Xxxx Xxxxxxxx agree that for a period of two (2) years from the date of termination of their employment with Sub for any reason, whether with or without cause, neither will, except as expressly permitted hereunder, directly or indirectly (i) as operate, develop or own any interest other than the ownership of less than 5% of the equity securities of a result of his position and tenure with publicly traded company in any business engaged in the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the wireless communications industry in which it competes, or communications tower construction industry (a "Business"); (ii) compete with Westower, Sub or their subsidiaries and affiliates in the Company's businessoperation or development of any Business within North America (Canada, in large partMexico, depends upon its exclusive possession and use the United States of the Proprietary Information (as defined in Section 27America), ; (iii) with the Company is entitled to protection against the unauthorized disclosure exception of Sub, be employed by any business which owns, manages, or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and operates a Business; (iv) he has received in this Agreement good interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between Sub, or its subsidiaries or affiliates, and valuable consideration any customer, client, supplier or employee of Sub, or its subsidiaries or affiliates; or (v) solicit any employee of Sub, or its subsidiaries or affiliates, to leave their employment with Sub or its subsidiaries or affiliates, as the case may be, or hire any such employee to work for a Business. Xxxx Xxxxxxxx and Xxxx Xxxxxxxx shall not be entitled to circumvent the covenants he is making in provisions of this Section 6 and in Section 27. The Company and 7.8 by entering into a relationship with a Business as a consultant, director, advisor, or otherwise, which has the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeecompeting with Sub, its affiliates or subsidiaries. (b) Except as provided in the last sentence If a judicial determination is made that any of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of Section 7.8(a) constitute an unreasonable or otherwise unenforceable restriction, such provisions shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this Section 6 shall not apply if regard, the Employee's employment with the Company under parties hereto hereby agree that any judicial authority construing this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election shall be empowered to sever any portion of the Employee prior territory or prohibited business activity from the coverage of Section 7.8(a) and to apply the provisions of Section 7.8(a) to the Triggering Date after remaining portion of the occurrence territory or the remaining business activities not so severed by such judicial authority. The time period during which the prohibitions set forth in Section 7.8(a) shall apply shall be tolled and suspended during all violations of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good ReasonSection 7.8(a). (c) The Company Buechley Stockholders specifically acknowledge and agree that the Employee hereby restrictions set forth in this Section 7.8 are reasonable and necessary to protect the legitimate interests of Westower and Sub and that Westower and Sub would not have undertaken the Merger in the absence of such restrictions. Xxxx Xxxxxxxx and Xxxx Xxxxxxxx further acknowledge and agree that any violation of the provisions of this Section 7.8 will result in irreparable injury to Westower and Sub, that the remedy at law for any violation or threatened violation of such Section will be inadequate and that in the event that the noncompetition covenants contained herein should of any such breach, Westower or Sub, in addition to any other remedies or damages available at law or in equity, shall be held by entitled to temporary injunctive relief before trial from any court or other constituted legal authority 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 Xxxx Xxxxxxxx or Xxxx Xxxxxxxx against Westower or Sub, whether arising from this Agreement or otherwise, shall not constitute a defense to the granting or enforcement of this injunctive relief. If Westower or Sub is required to enforce any of its rights under this Agreement, Westower or Sub shall be effective entitled to recover from Xxxx Xxxxxxxx or Xxxx Xxxxxxxx, as applicable, all reasonable attorneys' fees, court costs and other expenses incurred by Westower or Sub in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply connection with the order enforcement of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenthose rights. (d) Employee recognizes The Buechley Stockholders will cooperate fully (including delivery of representation letters in a form customarily required of management) with independent auditors designated by Westower to allow such auditors to audit financial statements of CORD referred to in Section 4.5 and acknowledges that deliver an opinion thereon as required by the Company would suffer irreparable harm rules and substantial loss if Employee violated any regulations of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27SEC.

Covenant Not to Compete. (a) The Employee acknowledges that In consideration for the grant of the Option, and as a material condition to the grant, Optionee hereby expressly agrees as follows: (i) as a result of his position and tenure with Optionee will act in the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection best interests of the Company and are reasonably limited its Subsidiaries and Affiliates (each, an “AMERIGROUP Company” and collectively, the “AMERIGROUP Companies”) throughout the period of Optionee’s employment with any of the AMERIGROUP Companies; and (ii) at all times while employed by any AMERIGROUP Company and at all times during the Covered Post-Employment Period (defined below), Optionee will not (A) compete with any AMERIGROUP Company by serving a Competitor (defined below) in any managerial capacity, or in any capacity that influences business strategy, with respect to a Covered Product or Service (defined below) that the activities they prohibitCompetitor is offering in a Covered Area (defined below) or developing to offer in a Covered Area, their durationor (B) solicit for employment, their geographical scope interfere with the employment relationship of or endeavor to entice away any employee of any AMERIGROUP Company; provided, however, that in the event the Company terminates the Optionee’s employment without Cause [or as described in Section 5(c), or the Optionee voluntarily terminates his or her employment under the circumstances described in Section 5(c)] [NOTE: BRACKETED LANGUAGE TO BE USED IF LONG FORM SECTION 5(C) IS USED], the non-competition covenants in Section 6(a)(ii)(A) shall terminate and their effects be of no further force or effect beginning at the close of business on the Employee Optionee’s last day of employment with the applicable AMERIGROUP Company; and (iii) at all times while employed by any AMERIGROUP Company and at all times thereafter, the public. The parties acknowledge that Optionee will maintain in strict confidence, and will not reveal to any person or entity (except as may be required in the purpose and effect ordinary course of performing the Optionee’s duties as an employee of the covenants are to protect the Company from unfair competition by the EmployeeAMERIGROUP Company), any Confidential Information. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.As used herein,

Covenant Not to Compete. The Seller agrees that, for the period of three (3) years immediately following the Closing Date, the Seller shall not, directly or indirectly: (a) The Employee acknowledges that (i) alone or as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Companypartner, its businessjoint venturer, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner consultant, agent, independent contractor, or consultant security holder of or be connected any Person, engage in any way with business activity at any location in the United States of America, which is engaged in developing, owning, or have any interest in any corporation, partnership, proprietorship operating ice rinks and their related facilities or other entity the operation of the twin pad ice rink which carries on business activities is directly or indirectly in competition with the Company's activities business of the Purchaser or its subsidiary; provided, however, that the beneficial ownership of less than five percent (5%) of any class of securities of any entity having a class of equity securities actively traded on a national securities exchange or the Nasdaq Stock Market shall not be deemed, in any state and of itself, to violate the prohibitions of this Section; provided, further, that the providing of architectural services and designs by the Seller for professional arenas with seating capacity of at least 3,000 spectators or stadiums in the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if be deemed to violate covenants contained herein. The provision of architectural services and/or designs by the Employee's employment with the Company under this Agreement is terminated Seller or by Brisxxx Xxxox Xxxxxx, Xxchitects (i) by to any person or entity for any ice skating rinks used primarily for commercial public skating anywhere in the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)State of Florida, or (ii) at to any person or entity that is in the election business, directly or indirectly (by one or more affiliates), of developing commercial ice skating rinks anywhere in the United States, shall be deemed to violate covenants contained herein, excepting rinks containing more than 3,000 spectator seats; (i) induce, solicit or accept for or on behalf of any Person any contact, agreement, relationship or business activity which may in any manner affect or diminish in any way, the Predevelopment Rights; (ii) induce any customer acquired hereunder or any other customer of the Employee prior Purchaser or any of its subsidiaries to patronize any business which is directly or indirectly in competition with the Triggering Date after the occurrence of an Event of Default which has not been waived in writing Purchaser and its subsidiaries; (iii) canvass, solicit or accept for or on behalf of any such competitive business any customer of the Purchaser or after any of its subsidiaries; or (iv) request or advise any customer of the Triggering Date for Good Reason.Purchaser or any of its subsidiaries to withdraw, curtail or cancel any such customer's business with the Purchaser or any of its subsidiaries or their successors; (c) employ any person who was employed by the Purchaser or any subsidiary of the Purchaser, within six months prior to the date being employed by the Seller, or in any manner seek to induce any employee of the Purchaser or any of its subsidiaries to leave his or her employment; and (d) in any way utilize, disclose, copy, reproduce or retain in his possession any of the proprietary rights, or records acquired by Purchaser hereunder. The Company Seller agrees and the Employee hereby agree that in the event acknowledges that the noncompetition covenants restrictions contained herein should be held in this Section are reasonable in scope and duration, and are necessary to protect the Purchaser. If any provision of this Section is adjudged by any a court or other constituted legal authority of competent jurisdiction to be effective invalid or unenforceable, the same will in no way affect the validity or enforceability of the remainder of this Agreement. If any particular such provision, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or jurisdiction only if said covenants are modified to limit their duration, geographical area or scopeotherwise, then the parties hereto will consider Section 6 agree that the court making such determination shall have the power to be amended and modified with respect to that particular reduce the duration, area or jurisdiction so as scope of such provision, and/or to comply with the order of any delete specific words or phrases, and in its reduced or modified form, such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force provision shall then be enforceable and effect as originally writtenshall be enforced. The Company and the Employee Seller further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes agrees and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 will cause irreparable injury to the Purchaser and, upon any breach or Section 27 would be difficult to ascertain. Employee agrees, at the election threatened breach of the Company and in addition to, and not in lieu ofany provision of this Section, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company Purchaser shall be entitled to an injunction restraining Employee from breaching injunctive relief, specific performance or other equitable relief, without the necessity of posting bond; provided, however, that this shall in no way limit any other remedies which the Purchaser may have as a result of such breach, including the terms or provisions of this Section 6 or Section 27right to seek monetary damages.

Covenant Not to Compete. (a) The Employee acknowledges that In furtherance of the Transactions, TWDC covenants and agrees that, for a period ending on the third (in the case of clause (i)) or second (in the case of clause (ii)) anniversary of the Closing Date, neither TWDC nor any of its Subsidiaries shall, without the prior written consent of Company, (i) as own or operate any broadcast radio station which is operated pursuant to a result License issued by the FCC in any of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning Territories, except for stations that carry the Company, its business, its customers and programming of the industry in which it competesESPN Radio™ network or the Radio Disney™ network, (ii) distribute audio programming for broadcasting over a group of affiliated terrestrial radio stations in the Company's businessUnited States (collectively, the “TWDC Competing Business”); provided, however, that nothing set forth in large part, depends upon this Section 6.21 shall prohibit TWDC or its exclusive possession Subsidiaries from: (i) engaging in any business included in the Excluded Assets and use conducted by TWDC or any of its Subsidiaries (excluding Spinco) immediately prior to the Closing Date and described in Section 6.21 of the Proprietary Information TWDC/Spinco Disclosure Schedules; (as defined ii) engaging in Section 27)the production, development or licensing of content; (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee operation of the Proprietary Information ESPN Radio Network or the training and knowledge received by the Employee and Radio Disney Network (or any derivative thereof); (iv) he has received owning any interest acquired as a creditor in this Agreement good and valuable consideration for bankruptcy or otherwise than by a voluntary investment decision; or (v) acquiring the covenants he assets or capital stock or other equity interests of any other Person engaged in a TWDC Competing Business, provided that in the case of clause (v) such TWDC Competing Business is making in divested or terminated within 24 months of its acquisition unless the end of such 24-month period occurs after the end of the term of this Section 6 and 6.21 in Section 27. The Company and which case the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeedivestiture obligation shall not be operative. (b) Except as provided The Parties agree that the covenants included in the last sentence of this Section 6(b)6.21 are, during the period taken as a whole, reasonable in which the Employee renders services to the Company under this Agreement their geographic and for eighteen (18) months thereaftertemporal coverage, the Employee and no Party shall not, without the written consent raise any issue of the Company, own, manage, operate, control, serve as an officer, director, employee, partner geographic or consultant of or be connected temporal reasonableness in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans proceeding to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates enforce such covenant. Notwithstanding the foregoing; provided, however, that if the provisions of this Section 6 6.21 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated be deemed reformed in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior such jurisdiction to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reasonminimum extent required by applicable Law to cure such problem. (c) The Company Parties acknowledge and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any a breach of the terms and provisions of this Section 6 or Section 27 and that 6.21, monetary damages shall not constitute a sufficient remedy. Consequently, in the actual damages which might be sustained by the Company as the result event of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled non-breaching Party may, in addition to an injunction restraining Employee from breaching any other rights and remedies existing in its favor, apply to any court of Law or equity of competent jurisdiction for specific performance and/or preliminary and final injunctive relief or other relief in order to enforce or prevent any violation of the terms or provisions of this Section 6 or Section 27hereof.

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a9.l(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. Consultant hereby agrees that the following provisions shall apply: (a1) The Employee acknowledges that During the term of this Agreement, and for a period of twenty-four (24) months following the date of any termination thereof (the "Restricted Period"), Consultant shall not, without Company's prior written consent, directly or indirectly, knowingly solicit or encourage to leave the employment of Company and its affiliates, any employee of Company and its affiliates or hire any employee who has left the employment of Company or any of its affiliates within the later of (i) as a result twelve month's of his position and tenure the termination of such employee's employment with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, or any of its business, its customers and the industry in which it competes, affiliates or (ii) the end of any Restricted Period provided for in such employee's employment agreement with Company. (2) During the Restricted Period, Consultant shall no interfere with, or disrupt or attempt to disrupt, Company's businessbusiness relationships with its Clients, in large partemployees or independent contractors, depends upon its exclusive possession and use or solicit for the benefit of Consultant or others any of the Proprietary Information employees or clients or associates of Company, unless Consultant shall have first obtained Company's written consent. (as defined in Section 27), (iii3) the Company is entitled to protection against the unauthorized disclosure or use by Employee If any provision of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 shall be held to be invalid or unenforceable because of its scope or duration, it shall be deemed to be narrowed or shortened to the extent necessary to render it valid and in Section 27. The Company and enforceable under the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection laws of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeejurisdiction in which enforcement is sought. (b4) Except as provided in Consultant hereby agrees to take all reasonable steps to insure that it complies with the last sentence terms of this Section 6(b)6. In addition, during the period Consultant hereby agrees to indemnify and hold Company harmless from and against any and all claims, losses, liabilities, costs and expenses, including reasonable attorney's fees, arising out or any action by Consultant in which the Employee renders services contravention of this Agreement. (5) Notwithstanding anything to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoingcontrary herein provided, the provisions of this Section 6 (the "Restrictive Covenants") shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 survive any termination or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation cancellation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.Agreement

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position and tenure with In consideration for the Company he has received entering into this Agreement and except as provided below, Employee covenants and agrees that during the Term and for a one (1) year period thereafter, Employee will continue to receive specialized and unique training and knowledge concerning not, without the express prior written consent of the Company, its businessdirectly or indirectly, its customers and compete with the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection business of the Company and are reasonably limited anywhere within the United States of America. Employee will undertake no activities that may lead Employee to compete with or to acquire rival, conflicting or antagonistic interests to those of the Company with respect to the activities they prohibitbusiness of the Company, their durationwhether alone, their geographical scope as a partner, or as an officer, director, employee, independent contractor, consultant or shareholder holding 5% or more of the outstanding voting stock of any other corporation, or as a trustee, fiduciary or other representative of any other person or entity. Anything herein to the contrary notwithstanding and their effects on except as provided in Sections 12 (e), (f) and (g) below, the Company acknowledges and agrees that the Employee has executed an Independent Contractor Agreement" ("IC Agreement") as an "Independent Contractor" with the Company effective as of December 19, 2002 and nothing herein contained shall operate to restrict the publicEmployee from conducting the business of the Independent Contractor (either as an independent contractor of the Company, as an independent contractor of another company, or as an independent broker-dealer) during, or following the termination of this Agreement, or the IC Agreement, for any reason whatsoever, in the tri-state New York City metropolitan area and Florida or in any other state in which the Independent Contractor is doing business, or in the future does business, under the IC Agreement as such agreement may be amended or supplemented or replaced from time to time. The parties acknowledge Except as provided in Sections 12 (e), (f) and (g) below, to the extent that the purpose and effect operation of the covenants are Independent Contractor whether or not the IC Agreement has been terminated, should at any time be deemed to protect be in competition or conflict with the operations of the Company, the Company from unfair competition by the Employeehereby waives any such conflicts and any such competitive activity shall not be deemed a violation of this Agreement. (b) Except as provided in the last sentence Sections 12 (e), (f) and (g) of this Section 6(b)Agreement, during the Term and for a period in which the of three (3) years after termination of employment, Employee renders services to will not, directly or indirectly, solicit or induce any other employee of the Company under this Agreement and for eighteen (18) months thereafteror any parent or affiliate to leave his or her employment, or solicit or induce any consultant or independent contractor to sever that person's relationship with the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as Company or to become an officer, director, employee, partner employee or consultant of to any independent contractor or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except brokerage that the Employee may own up to 1% is employed by or has an ownership interest in. Provided, however, that in the event any provision of this subparagraph shall be in conflict with the provisions of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoingIC Agreement, the provisions of this Section 6 the IC Agreement shall not apply if the Employee's employment with the Company under prevail. Furthermore, except as provided in Sections 12 (e), (f) and (g) below, upon termination of this Agreement is terminated (i) by and termination of the CompanyIC Agreement, unless nothing herein contained shall prohibit the Employee is terminated in accordance with Section 7 from soliciting any other employee or for Cause in accordance with Subsection 9.1(a) independent contractor who was employed or 9.2(a), or (ii) located at any branch office under the election supervision of the Employee prior as an Independent Contractor, or JSM, pursuant to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good ReasonIC Agreement. (c) The Company If any court shall determine that the duration or geographical limit of any covenant contained in this Section 12 is unenforceable, it is the intention of the parties that covenant shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and the Employee hereby agree that enforceable, such amendment to apply only in the event jurisdiction of the court that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any has made such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenadjudication. (d) Employee recognizes acknowledges and agrees that the covenants contained in Sections 11 and 12 hereof are of the essence in this Agreement, that each of such covenants is reasonable and necessary to protect and preserve the interests, properties, and business of the Company, and that irreparable loss and damage will be suffered by the Company should Employee breach any of such covenants. Employee further represents and acknowledges that he shall not be precluded from gainful engagement in a satisfactory fashion by the enforcement of these provisions. (e) In the event there is a Change in Control and the Company would suffer irreparable harm exercises the purchase option ("Purchase Option") described Section 6 (c) to the Branch Agreement and substantial loss if Amendment to IC Agreement dated on even date herewith by and among the Company, Employee violated and JSM ("Branch Agreement"), the Employee and the Company agree as follows: (i) The Employee shall waive the right to receive any of the terms Severance and provisions Benefits payments described herein; (ii) Section 12 (a) of this Section 6 or Section 27 Agreement shall not be applicable to the Employee; (iii)Section 12 (b) of this Agreement shall be applicable to the Employee with respect to JSM, Independent Contractor and that the actual damages which might be sustained by the Company as except with respect to Ms. Andrea Boccafola and Mr. Brian Hageman. (f) In the result of any breach of this Section 6 or Section 27 would be difficult event xxxxx xx x Xxxxxx in Contxxx xxxxx xxx Company does not exercise the Purchase Option under the Branch Agreement and the Employee elects to ascertain. Employee agreesreceive Severance and Benefits payments described herein, at the election of then the Company and the Employee agree as follows: (i) The term of the IC Agreement shall not terminate due to a Change in addition to, Control as provided in Section 10 (c) of the Branch Agreement; (ii) Section 12 (a) of this Agreement shall be applicable for a term ending one (1) year from the later of the date this Agreement terminates or the date the IC Agreement terminates. Employee shall be permitted to own and operate JSM as the Independent Contractor. (iii) Section 12 (b) of this Agreement shall be applicable except with respect JSM employees or employees of the Independent Contractor. (g) In the event there is a Change in Control where the Company does not in lieu of, exercise the Company's Purchase Option under the Branch Agreement and the Employee waives his right to terminate Employee's employment receive Severance and to seek all other remedies and damages which Benefits payments described herein, then the Company may have at law and/or equity for such breach, that and the Company Employee agree as follows: (i) The term of the IC Agreement shall not terminated due to a Change in Control and as provided in Section 10 (c) of the Branch Agreement; (ii) Section 12 (a) of this Agreement shall not be applicable and there shall be entitled to no prohibition whatsoever on Employee owning or operating JSM, as an injunction restraining Employee from breaching any of the terms independent contractor, as a broker dealer or provisions of this Section 6 or Section 27otherwise.

Covenant Not to Compete. (a) The Employee acknowledges recognizes that (i) as a result the Employer is engaged in the development and sale of his position III-IV compounds used in semiconductors and tenure with related products in Massachusetts and throughout the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers United States and the industry world and in which it competesthe development of liquid crystal electronic imaging devices and display products based thereon (collectively, (ii) the Company's business, in large part, depends upon its exclusive possession and use "Principal Business"). In the event of the Proprietary Information termination of the Employee's employment hereunder, voluntarily or for cause (as defined in Section 27)8(d) below) and so long as the Employer is not in breach of its obligations to the Employee hereunder, the Employee agrees that, for a period of twelve (iii12) months from the date of such termination, he will neither (i) engage in the Principal Business directly for himself, or in conjunction with or on behalf of any commercial entity, or (ii) work as an employee in the Principal Business for any commercial entity, where either (A) the Company is entitled Employee's duties in the course of any such activities would be substantially similar to protection against those he has performed for the unauthorized Employer hereunder or (B) the Employee's duties in the course of such activities would involve disclosure or use by Employee of any confidential or proprietary information relating to the business of the Proprietary Information or the training and knowledge received Employer which he may in any way acquire by reason of his employment by the Employee Employer. The Employee's obligation under this Section 8 shall extend to all geographical areas of the United States and (iv) he the world in which the Employer, as set forth above, carries on business, either directly or indirectly, including, but not limited to, places where the Employer has received a place of business, has employees or representatives, or has advertised or sold any products during the time period specified in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeesection. (b) Except as provided The Employee further agrees that for a period of twelve (12) months from the date of such termination, he will not on behalf of himself or any commercial competitor of the Employer, compete for, or engage in the last sentence solicitation of, with respect to the Company's products or services, any commercial customer of this Section 6(b)the Employer, that he has, during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafterone year immediately preceding such termination, the Employee shall not, without the written consent solicited or serviced on behalf of the CompanyEmployer or that has been so solicited or serviced, ownduring such period, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in by any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of person under the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reasonsupervision. (c) The Company and the Employee hereby agree that in In the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, violation of the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation foregoing provisions of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants8, the terms Employer shall be entitled, in addition to any other rights or remedies it may have, to injunctive relief, it being agreed that the damages which the Employer would sustain upon any such violation are difficult or impossible to ascertain in advance and provisions hereof shall remain in full force and effect as originally writtenthat the Employee's violations may cause irreparable harm to the Employer. (d) The term "cause" shall mean termination due to an act or acts by the Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any in willful contravention of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election written directions of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any Board of Directors of the terms or provisions of this Section 6 or Section 27Employer.

Covenant Not to Compete. (a) The Employee Executive expressly acknowledges that (i) as a result the Executive's performance of his position and tenure with services for the Company he has received hereunder will afford him or her access to and will continue cause him or her to receive specialized and unique training and knowledge concerning become highly knowledgeable about the Company's, its business, its customers Subsidiaries' and the industry in which it competes, their Affiliates' Confidential Information; (ii) the Company's business, in large part, depends upon its exclusive possession agreements and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 4.5 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are essential to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b)Confidential Information, during the period in which the Employee renders services to the Company under this Agreement business and for eighteen (18) months thereafter, the Employee shall not, without the written consent goodwill of the Company, ownits Subsidiaries and their Affiliates, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries and the restraints on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, Executive imposed by the provisions of this Section 6 shall not apply if 4.5 are justified by these legitimate business interests of the EmployeeCompany; and (iii) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made both in consideration of the Company's employment of the Executive in the office to which the Executive has been promoted, the salary increase and other financial benefits of this Agreement and the grant of the Option. Accordingly, the Executive hereby agrees that during the Non-Competition Period he shall not, anywhere in the Applicable Territory, directly or indirectly, own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed by, render services to, or in any other manner whatsoever engage in, any business which is (x) competitive with the Company under this Agreement is terminated (i) industrial or commercial enzymes business actively being engaged in by the Company, unless its Subsidiaries and their Affiliates in the Employee is terminated in accordance Applicable Territory on the date of the termination of the Employment Period, (y) competitive with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), the business of providing high-throughput screening services to others or (iiz) at competitive with the election business of providing of gene expression services to others (collectively, "Competitive Activities"). The preceding to the contrary notwithstanding, the Executive shall be free to make investments in the publicly traded securities of any corporation, provided that such investments do not amount to more than 1% of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order outstanding securities of any class of such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtencorporation. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee acknowledges recognizes that the Employer is engaged in the development and sale of wearable hands-free voice and gesture controlled wireless computing and communication headsets in Massachusetts and throughout the United States and the world and in the development of liquid crystal electronic imaging devices and display products based thereon (collectively, the “Principal Business”). In the event of the termination of the Employee’s employment hereunder, voluntarily or involuntarily, and so long as the Employer is not in material breach of its obligations to the Employee hereunder, the Employee agrees that, for a period of twelve (12) months from the date of such termination, he will neither (i) as a result engage in the Principal Business directly for himself, or in conjunction with or on behalf of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Companyany commercial entity, its business, its customers and the industry in which it competes, or (ii) work as an employee in the Company's businessPrincipal Business for any commercial entity, in large part, depends upon its exclusive possession and use of the Proprietary Information where either (as defined in Section 27), (iiiA) the Company is entitled Employee’s duties in the course of any such activities would be substantially similar to protection against those he has performed for the unauthorized Employer hereunder or (B) the Employee’s duties in the course of such activities would involve disclosure or use by Employee of any confidential or proprietary information relating to the business of the Proprietary Information or the training and knowledge received Employer which he may in any way acquire by reason of his employment by the Employee Employer. The Employee’s obligation under this Section 8 shall extend to all geographical areas of the United States and (iv) he the world in which the Employer, as set forth above, carries on business, either directly or indirectly, including, but not limited to, places where the Employer has received a place of business, has employees or representatives, or has advertised or sold any products during the time period specified in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeesection. (b) Except as provided in the last sentence The Employee further agrees that for a period of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen twelve (1812) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of from the date of termination of his employment, he will not on behalf of himself or any commercial competitor of the Employer, compete for, or engage in the solicitation of, with respect to the Employer’s products or services, any commercial customer of the Employer, that he has, during the one year immediately preceding such termination, solicited or serviced on behalf of the Employer or that has been so solicited or serviced, during such period, by any person under the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason’s supervision. (c) The Company and Employee further agrees that for a period of twelve (12) months after the Employee hereby agree that in date of termination of his employment, he will not, on behalf of himself or any other commercial competitor of the event that Employer, solicit or attempt to solicit for employment, recruit or hire any employee or independent contractors of the noncompetition covenants contained herein should be held Employer (or any person who was an employee or independent contractor of the Employer during the six (6) month period prior to such activity by the Employee), or induce, attempt to induce or encourage any court such person to terminate his or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply her association with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenEmployer. (d) Employee recognizes and acknowledges that In the Company would suffer irreparable harm and substantial loss if Employee violated event of any violation of the terms and foregoing provisions of this Section 6 8, the Employer shall be entitled, in addition to any other rights or Section 27 remedies it may have, to injunctive relief, it being agreed that the damages which the Employer would sustain upon any such violation are difficult or impossible to ascertain in advance and that the actual damages which might be sustained by Employee’s violations may cause irreparable harm to the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Employer.

Covenant Not to Compete. (a) For a period of three years from the Closing Date, neither Seller nor any Subsidiaries or affiliates of Seller, unless acting in accordance with Buyer's prior written consent, shall, directly or indirectly, own, manage, join, operate or control, or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, or permit their names to be used by or in connection with, any profit or non-profit business or organization which produces, designs, conducts research on, provides, sells, distributes or markets products, goods, equipment or services which, directly or indirectly, competes with the Business, as conducted by Seller immediately prior to the Closing, in any area east of the Mississippi river, or in any other countries in which the Business is conducted; it being understood that the foregoing shall not limit Parent from (a) acquiring control of any company or business which derives less than 5% of its revenues from a business which competes directly with the Business as conducted by Seller immediately prior to the Closing or (b) making passive investments of less than 5% of its outstanding equity securities in any entity listed for trading on a national stock exchange or quoted on any recognized automatic quotation system. (b) If the covenant set forth in clause 6.6(a) above is determined by any court to be unenforceable by reason of its extending for too great a period of time or over too great a geographic area, or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and over the greatest geographic area, and to otherwise have the broadest application as shall be enforceable. The Employee invalidity or unenforceability of any particular provision of this agreement shall not affect the other provisions hereof, which shall continue in full force and effect. Without limiting the foregoing, the covenants contained herein shall be construed as separate covenants, covering their respective subject matters, with respect to each of the separate cities, counties and states of the United States, and each other country, and political subdivision thereof, in which any of Seller or its successors now transacts any business. (c) Seller acknowledges that (i) as a result the provisions of his position clauses (a) and tenure with (b) of this Section 6.6 are reasonable and necessary to protect the Company he has received legitimate interests of Buyer, and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use any violation of the Proprietary Information clauses (as defined in Section 27), (iiia) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period 6.6 will result in which the Employee renders services irreparable injury to the Company under this Agreement and for eighteen (18) months thereafterBuyer, the Employee shall notexact amount of which will be difficult to ascertain, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except and that the Employee may own up remedies at law for any such violation would not be reasonable or adequate compensation to 1% of the shares of any publicly-owned corporationBuyer for such a violation. Accordingly, provided Seller agrees that none of his other relationships with such corporation if Seller violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated clauses (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(aa) or 9.2(a), or (iib) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c)6.6, then in addition to any other remedy which may be available at law or in equity, Buyer shall be entitled to specific performance and injunctive relief, without posting bond or other security, and without the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtennecessity of proving actual damages. (d) Employee recognizes Anything contained in this Agreement to the contrary notwithstanding, it is understood and acknowledges agreed by each of Buyer and Seller that Parent is engaged in the Company would suffer irreparable harm retail drug store industry and, as such, offers for sale on a regular basis certain merchandise inventory which could be deemed to be "competitive" with the Business, and substantial loss if Employee violated that any such activity either existing or which may hereafter exist in any retail store owned or operated by Parent shall not be deemed to violate and shall not violate this Article VI so long as merchandise inventory which could be deemed to be "competitive" does not occupy more than 25% of the terms and provisions total linear feet of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result shelf space of any breach retail store of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Parent.

Covenant Not to Compete. (a) The Employee acknowledges recognizes that the Employer is engaged in the development and sale of III-V compounds used in semiconductors and related products in Massachusetts and throughout the United States and the world and in the development of liquid crystal electronic imaging devices and display products based thereon (collectively, the “Principal Business”). In the event of the termination of the Employee’s employment hereunder, voluntarily or involuntarily, and so long as the Employer is not in material breach of its obligations to the Employee hereunder, the Employee agrees that, for a period of twelve (12) months from the date of such termination, he will neither (i) as a result engage in the Principal Business directly for himself, or in conjunction with or on behalf of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Companyany commercial entity, its business, its customers and the industry in which it competes, or (ii) work as an employee in the Company's businessPrincipal Business for any commercial entity, in large part, depends upon its exclusive possession and use of the Proprietary Information where either (as defined in Section 27), (iiiA) the Company is entitled Employee’s duties in the course of any such activities would be substantially similar to protection against those he has performed for the unauthorized Employer hereunder or (B) the Employee’s duties in the course of such activities would involve disclosure or use by Employee of any confidential or proprietary information relating to the business of the Proprietary Information or the training and knowledge received Employer which he may in any way acquire by reason of his employment by the Employee Employer. The Employee’s obligation under this Section 8 shall extend to all geographical areas of the United States and (iv) he the world in which the Employer, as set forth above, carries on business, either directly or indirectly, including, but not limited to, places where the Employer has received a place of business, has employees or representatives, or has advertised or sold any products during the time period specified in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeesection. (b) Except as provided in the last sentence The Employee further agrees that for a period of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen twelve (1812) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of from the date of termination of his employment, he will not on behalf of himself or any commercial competitor of the Employer, compete for, or engage in the solicitation of, with respect to the Employer’s products or services, any commercial customer of the Employer, that he has, during the one year immediately preceding such termination, solicited or serviced on behalf of the Employer or that has been so solicited or serviced, during such period, by any person under the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason’s supervision. (c) The Company and Employee further agrees that for a period of twelve (12) months after the Employee hereby agree that in date of termination of his employment, he will not, on behalf of himself or any other commercial competitor of the event that Employer, solicit or attempt to solicit for employment, recruit or hire any employee or independent contractors of the noncompetition covenants contained herein should be held Employer (or any person who was an employee or independent contractor of the Employer during the six (6) month period prior to such activity by the Employee), or induce, attempt to induce or encourage any court such person to terminate his or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply her association with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenEmployer. (d) Employee recognizes and acknowledges that In the Company would suffer irreparable harm and substantial loss if Employee violated event of any violation of the terms and foregoing provisions of this Section 6 8, the Employer shall be entitled, in addition to any other rights or Section 27 remedies it may have, to injunctive relief, it being agreed that the damages which the Employer would sustain upon any such violation are difficult or impossible to ascertain in advance and that the actual damages which might be sustained by Employee’s violations may cause irreparable harm to the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Employer.

Covenant Not to Compete. Each Seller (aother than Xxxxxxx) agrees that for a period of five (5) years following the Closing (the "Restricted Period"), neither he nor any of his Affiliates shall, directly or indirectly, own an interest in, lease, manage, joint venture with or be employed by a Competing Business that is located within a radius of twenty five (25) miles of the Center (and, solely as to Xxxxxxxxx, fifty (50) miles in the case of those businesses set forth in (II) of the definition of Competing Business) (the "Restricted Area"). Nothing in this Section 5.7 is intended to prevent a Seller or his Affiliate from practicing medicine, being a member of the medical staff of, or referring patients to, any other hospital or health care facility. Each Seller agrees that the restrictions contained in this Section 5.7 are reasonable and necessary to protect the legitimate interests of the Company, the Purchaser and the Purchaser's Affiliates, and that any violation of this provision would result in damages to the Company, the Purchaser and the Purchaser's Affiliates which cannot be compensated by money alone. Each Seller agrees that the Purchaser and the Purchaser's Affiliates will be entitled to injunctive relief without proving actual damages or posting any bond. If a court shall hold that the duration and/or scope (geographic or otherwise) of the agreement contained in this Section 5.7 is unreasonable, then, to the extent permitted by law, the court may prescribe a duration and/or scope (geographic or otherwise) that is reasonable and judicially enforceable. The Employee acknowledges that parties agree to accept such determination, subject to their rights of appeal, which the parties hereto agree shall be substituted in place of any and every offensive part of this Section 5.7, and as so modified, this Section 5.7 shall be as fully enforceable as if set forth herein by the parties in the modified form. As used herein, a "Competing Business" is: (I) any health care business which provides a facility in which surgical procedures are performed and shall include, without limitation, a specialty hospital, hospital or ambulatory surgery center; provided, however, the private practice of any Seller will not be a Competing Business as long as substantially all of the Seller's professional services are rendered through such practice and such practice only performs surgeries which do not (i) as require a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competesseparate license, (ii) require the Company's business, in large part, depends upon its exclusive possession and use presence of the Proprietary Information (as defined in Section 27)an anesthesiologist, (iii) the Company is entitled to protection against the unauthorized disclosure involve conscious sedation or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree generate a separate facility fee; provided, further, fees that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection are, as of the Company and are reasonably limited date hereof, being billed under "professional fee" codes in connection with in- office surgeries being performed by the private practice of any Seller in the ordinary course of business shall not be deemed to be a "separate facility fee" for purposes hereof for each such private practice that is billing such fees as of the date hereof; or (II) any business that markets to or seeks referrals from employers, insurance companies or other third-party payors with respect to surgical services for workers compensation claims or otherwise holds itself out as having expertise in or able to provide surgical services related to workers compensation claims; provided, however, the private practice of any Seller will not be a Competing Business as long as such activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that are solely for the purpose and effect of obtaining patients for treatment by such private practice. Solely as to Xxxxxxxxx, Purchaser agrees to consult with Xxxxxxxxx from time to time as reasonably requested by Xxxxxxxxx, to consider in good faith the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b)making of, during the period in which the Employee renders services on a case-by-case basis, at Purchaser's sole discretion, one or more exception to the Company under this Agreement foregoing covenant if and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived extent Purchaser determines, in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breachits sole discretion, that the Company shall interests of Purchaser and its Affiliates would not be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27adversely affected.

Covenant Not to Compete. (a) The Employee acknowledges that (iAs a material inducement for Buyer to enter into this Agreement, Xxxx Xxxxxx, strictly subject to the provisions of Sections 2.1(c) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 272.1(d), covenants and agrees that for a period of thirty six (iii36) months following the Company is entitled to protection against Effective Time (the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b"Non-Competition Period"), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee she shall not, without the written consent of the Company, directly or indirectly own, manage, operate, controlparticipate in, serve as an officerproduce, directorrepresent, employeedistribute and/or otherwise act on behalf of any person, partner or consultant of or be connected in any way with or have any interest in any firm, corporation, partnership, proprietorship partnership or other entity which carries on business activities involves digital marketing and web development (the "Competitive Business") anywhere in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoingworld (collectively, the provisions "Territory"); or hire any employee or former employee of this Section 6 shall not apply if Buyer, the Employee's employment with Surviving Company, or Seller to perform services in or involving the Company under this Agreement is terminated (i) by the CompanyCompetitive Business, unless the Employee is terminated in accordance with Section 7 individual hired shall have departed Buyer's, the Surviving Company's or for Cause in accordance with Subsection 9.1(aSeller’s employment at least twelve (12) or 9.2(a), or (ii) at the election of the Employee months prior to the Triggering Date after hiring. Xxxx Xxxxxx may hire a former employee within (12) months of former employees’ employment upon written consent of the occurrence Company. Xxxx Xxxxxx further covenants and agrees that during the Non-Competition Period, she will not directly or indirectly solicit or agree to service for her benefit or the benefit of an Event any third-party, any of Default which has Seller’s, Buyer's, or the Surviving Company's customers. (b) Xxxx Xxxxxx 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 Seller pursuant to this Agreement, that the Member is the only member of Seller, that she is receiving a substantial benefit from the transactions contemplated hereunder and that the benefit received by Buyer and the Member in agreeing to be bound by this Section 2.1 are a material part of the consideration for the transactions contemplated by this Agreement. The Parties recognize that this Section 2.1 contains conditions, covenants, and time limitations that are reasonably required for the protection of the business of the Surviving Company and Buyer. If any limitation, 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 court or arbitrator (as applicable) shall find to be reasonable and such modification shall not been waived affect the remainder of this Agreement. The Member acknowledges that, in writing the event the Member breaches this Agreement, money damages will not be adequate to compensate Buyer for the loss occasioned by such breach. The Member therefore consents, in the event of such a breach, to the granting of injunctive or on or after other equitable relief against the Triggering Date for Good ReasonMember by any court of competent jurisdiction. (c) The Company and Anything in this Section 2.1 or any other portion of this Agreement to the Employee hereby agree that contrary notwithstanding, this Agreement and/or the covenants set-forth in Section 2.1(a) shall not prohibit or otherwise restrict or abridge Xxxx Xxxxxx from: (i) owning, managing, operating, participating in the event that the noncompetition covenants contained herein should be held operation of, or advising, consulting or being employed by any court or other constituted legal authority of competent jurisdiction to be effective entity that is not involved in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority andCompetitive Business, as to all long as such activities do not affect any responsibilities of employment or consultation at the Company or its subsidiaries, including the Surviving Company; or (ii) engaging in teaching, speaking, lecturing, training and/or instruction in web design, digital marketing, website development, search engine optimization and/or any other jurisdictions topic or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, andsubject matter, as to all other areas and jurisdictions covered by long as such activities do not affect any responsibilities of employment or consultation at the noncompetition covenantsCompany or its subsidiaries, including the terms and provisions hereof shall remain in full force and effect as originally writtenSurviving Company. (d) Employee recognizes and acknowledges In the event that the Company would suffer irreparable harm and substantial loss if Employee violated Buyer terminates Xxxx Xxxxxx’x at-will employment as set- forth in Section 2.3 hereof for any of the terms and provisions of reason other than her gross misconduct, this Section 6 covenant not to compete or Section 27 and that the actual damages which might be sustained by the Company as the result of otherwise engage in any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition toCompetitive Business shall automatically terminate, and not in lieu of, be of no further force and effect as of 11:59 P.M. on the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee date of Xxxx Xxxxxx’x separation from breaching any of the terms or provisions of this Section 6 or Section 27Buyer’s employment.

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result during the term of his position employment Employer has agreed to provide to him, and tenure with the Company he has received and will continue to shall receive specialized and unique from Employer, special training and knowledge concerning knowledge, including without limitation the CompanyConfidential Information. Employee acknowledges that the Confidential Information is valuable to Employer and, therefore, its business, its customers protection and maintenance constitutes a legitimate interest to be protected by Employer by the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use enforcement of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled covenant not to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants 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 two years after termination of Employee's employment hereunder (unless extended pursuant to the terms of this Section 9), Employee shall not directly or indirectly (i) engage, alone or as a shareholder, partner, member, manager, director, officer, employee of or consultant to any other business organization that engages or is planning to engage, anywhere in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited 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 they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee.that (b1) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services relate to the Company under this Agreement and for eighteen (18) months thereafterwholesale, the Employee shall notdirect or retail sale of computer hardware, without the written consent of the Companysoftware, ownperipherals, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship training or other entity which carries on business activities in competition with computer related services (the Company"Designated Industry"); or (2) were either conducted by Employer prior to the termination of Employee's activities in any state of the United States employment hereunder or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans proposed to sell or install its products be conducted by Employer at any time prior to or at the time of the date such termination; (ii) divert to any competitor of termination Employer any customer of the Employee's employmentEmployer; except that the Employee may own up or (iii) solicit or encourage any director, officer, employee of or consultant to 1% Employer to end his relationship with Employer or commence any such relationship with any competitor of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenantEmployer. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless entities listed on Exhibit A shall be deemed to be engaged in the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or Designated Industry and to be competitors of Employer and (ii) at the election Employee's noncompetition obligations hereunder shall not preclude Employee from owning less than five percent of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived voting power or economic interest in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that any publicly traded corporation conducting business activities in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenDesignated Industry. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The 4.1 Employee acknowledges hereby covenants and agrees with the Company that during the term hereof and for a period expiring 12 months after a termination of this Agreement pursuant to Sections 8 or 9 hereof, Employee will not directly or indirectly (i) as operate, develop or own any interest (other than the ownership of less than 5% of the equity securities of a result publicly traded company other than the Company or any entity controlling the Company) in any business which has significant (viewed in relation to the business of his position and tenure the Company) activities relating to the ownership, management or operation of, or consultation regarding a casual dining restaurant of which steak sales constitute 35% or more of total restaurant sales (a "Restaurant"); (ii) compete with the Company he has received or its subsidiaries and will continue affiliates in the operation or development of any Restaurant within the 48 contiguous states of the United States of America; (iii) be employed by or consult with any business which owns, manages or operates a Restaurant; (iv) interfere with, solicit, disrupt or attempt to receive specialized and unique training and knowledge concerning disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its businesssubsidiaries or affiliates, its customers and the industry in which it competesany customer, (ii) the Company's businessclient, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure supplier or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent employee of the Company, ownor its subsidiaries or affiliates; or (v) solicit any present or known prospective management employee (including all corporate officers and managers, manageall area or divisional directors and all restaurant general managers) of the Company, operateor its subsidiaries or affiliates, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition to leave their employment with the Company's activities in Company or its subsidiaries or affiliates, or hire any state of the United States or in any foreign country in which management employee who was employed by the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time within six months prior to or at the time of the date of termination such hiring to work in any capacity. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 4 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior be rendered void only to the Triggering Date after extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee parties hereto hereby agree that in any judicial authority construing this Agreement shall be empowered to sever any portion of the event that territory or prohibited business activity from the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation coverage of this Section 6(c), then 4 and to apply the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that 4 to the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election remaining portion of the Company and in addition toterritory or the remaining business activities not so severed by such judicial authority. Moreover, and not in lieu of, notwithstanding the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, fact that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 274 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. (a) The Employee acknowledges You acknowledge (and hereby reaffirm your prior acknowledgement contained in your Employment Agreement dated July 15, 1999) that (i) as a result of his your position and tenure with the Company he has IVB you have received and will continue to receive specialized and unique training and knowledge concerning the CompanyIVB, its business, its customers and the industry in which it competes, (ii) the CompanyIVB's business, in large part, depends upon its exclusive possession and use of the confidential and proprietary information described in Paragraph 6 of this Agreement ("Confidential and Proprietary Information (as defined in Section 27Information"), (iii) the Company IVB is entitled to protection against the your unauthorized disclosure or use by Employee of the Confidential and Proprietary Information or the training and knowledge received by the Employee you, and (iv) he has you have received in this Agreement good and valuable consideration for the covenants he is you are making in this Section 6 Paragraph 12 and in Section 27Paragraph 6, including but not limited to IVB's having provided to you the matters described in subsection (a)(i) of this Paragraph, as well as the separate element of compensation described in Paragraph 4. The Company You and the Employee IVB acknowledge and agree that the covenants contained in this Section 6 Paragraph 12 and in Section 27 Paragraph 6 are reasonably necessary for the protection of the Company IVB, and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee you and the public. The parties You acknowledge that the purpose and effect of the covenants are to protect the Company IVB from unfair competition by the Employeeyou. (b) Except as provided in For a period of 12 months after the last sentence of this Section 6(b)Separation Date, during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee you shall not, without the written consent of the CompanyIVB, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship proprietorship, or other entity which carries on business activities in competition with the Company's activities enhanced telecommunication services (which includes, without limitation, messaging, prepaid, postpaid, and voice portal systems and services), call automation, and/or voice automation industries in any state of the United States or in any foreign country in which the Company IVB has sold or installed its products or systems or now has, or has had at any time during your employment by IVB, definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employmentproducts; except that the Employee you may own up to 1% of the shares of any publicly-owned corporation, provided that none of his your other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company You and the Employee IVB hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area area, or scope, then the parties hereto will consider Section 6 this Paragraph 12 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company You and the Employee IVB further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(cParagraph 12(c), then the parties hereto will consider this Section 6 Paragraph 12 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, ; and, as to all other all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes You recognize and acknowledges acknowledge that the Company IVB would suffer irreparable harm and substantial loss if Employee you violated any of the terms and provisions of this Section 6 Paragraph 12 or Section 27 Paragraph 6, and that the actual damages which might be sustained by the Company IVB as the result of any breach of this Section Paragraph 12 or of Paragraph 6 or Section 27 would be difficult to ascertain. Employee agreesYou agree, at the election of the Company IVB and in addition to, and not in lieu of, the CompanyIVB's right to terminate Employee's employment and to seek all other remedies and damages which the Company remedies, damages, or offsets IVB may have at law and/or or/or equity for such breach, that the Company IVB shall be entitled to an injunction restraining Employee you from breaching any of the terms or provisions of this Section 6 Paragraph 12 or Section 27of Paragraph 6.

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result Without the consent of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its businessthe Participant shall not, its customers and the industry in which it competesdirectly or indirectly, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided anywhere in the last sentence of this Section 6(b)world, at any time during the period in which Participant’s employment with the Employee renders services to the Company under this Agreement Sxxxx-Danfoss Group, and for a period of eighteen (18) months thereafterfollowing the termination of Participant’s employment with the Sxxxx-Danfoss Group for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any Material Product or Product Lines of the Sxxxx-Danfoss Group; provided, however, that the Participant shall not be deemed to have breached this undertaking if his or her sole relation with such entity consists of his or her holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity’s outstanding equity interest, and the class of equity in which the Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the Employee term “Material Product or Product Line of the Sxxxx-Danfoss Group” shall notmean any product or product line of the Sxxxx-Danfoss Group, without the written consent consolidated gross sales of which during any calendar year during the five (5) year period preceding the Participant’s undertaking such employment were at least $10 million. The Participant acknowledges that: (a) the services to be performed by him for the Sxxxx-Danfoss Group are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Sxxxx-Danfoss Group is worldwide in scope and its products are marketed throughout the world; (c) the Sxxxx-Danfoss Group competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 15 are reasonable and necessary to protect the Sxxxx-Danfoss Group’s business. If any covenant in this Section 15 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Participant. The period of time applicable to any covenant in this Section 15 will be extended by the duration of any violation by the Participant of such covenant. The Participant will, while the covenants under this Section 15 are in effect, give notice to the Company, ownwithin ten days after accepting any other employment, manageof the identity of the Participant’s employer. The Company may notify such employer that the Participant is bound by this Award Agreement and, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with at the Company's activities in any state ’s election, may furnish such employer with a copy of the United States this Award Agreement or in any foreign country in which relevant portions thereof. Any nonenforcement of this Section 15 will not be construed to be a waiver by the Company to enforce such provision in the future. If the Participant has sold or installed its products or systems or has definitive plans received a payment under this Award Agreement, the Company retains the right to sell or install its products demand verification of employment and compliance with this Section 15 at any time prior to or at the time date that is eighteen (18) months after the end of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally writtenPerformance Period. The Company or any member of the Sxxxx-Danfoss Group may seek restitution and repayment of the Employee further agree that in total payments made to the event Participant under this Award Agreement if the Company determines that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of Participant has violated this Section 6(c), then 15 during the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by eighteen (18) month period following the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any end of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Performance Period.

Covenant Not to Compete. As a material inducement to the Purchaser's consummation of the transactions contemplated by this Agreement, each of the Signatory Shareholders and the Shareholders shall not, during the Restricted Period, do any of the following, directly or indirectly, without the prior written consent of the Purchaser in its sole discretion: (a) The Employee acknowledges that (i) as a result of his position and tenure compete, directly or indirectly, with the Company he has received Purchaser or any of its Affiliates or Subsidiaries, or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), or otherwise engage or participate, directly or indirectly, in the business conducted by Purchaser or a Subsidiary (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); provided, however, that the parties hereby acknowledge that Xxxxxx X. Xxxxxx and will Xxxxxxxx X. Xxxxxxx may continue to receive specialized be involved in the operation and unique training and knowledge concerning the Companymanagement of Microfilm World; (b) become interested (whether as owner, its businessstockholder, its customers and the industry in which it competeslender, (ii) the Company's businesspartner, co- venturer, director, officer, employee, agent, consultant or otherwise), directly or indirectly, in large partany Person that engages in the Restricted Business within the Restricted Area; provided, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27)however, (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants parties hereby acknowledge that Xxxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx, who currently are stockholders of Microfilm World, may continue to own stock in Microfilm World; and provided further, that nothing contained in this Section 6 and in Section 27 are reasonably necessary for 8.2(b) shall prohibit the protection Signatory Shareholders from owing, as a passive investor, not more than five percent (5%) of the Company and are reasonably limited outstanding securities of any class of any publicly-traded securities of any publicly held company listed on a well-recognized national securities exchange or on an interdealer quotation system of the National Association of Securities Dealers, Inc; or (c) solicit, call on, divert, take away, influence, induce or attempt to do any of the foregoing, in each case within the Restricted Area, with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect Purchaser's or any of the covenants are to protect the Company from unfair competition by the Employee. Related Companies' (bA) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen customers or distributors or prospective customers or distributors (18wherever located) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to goods or services that particular area are competitive with those of the Purchaser or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 Related Companies, (B) suppliers or Section 27 and vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be used in connection with goods or services that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election are competitive with those of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching Purchaser or any of the terms Related Companies, (C) distributors, consultants, agents, or provisions independent contractors to terminate or modify any contract, arrangement or relationship with the Purchaser or any of this Section 6 the Related Companies or Section 27(D) employees to leave the employ of the Purchaser or any of the Related Companies.

Covenant Not to Compete. (a) The Employee acknowledges Xxxxxxx Parties acknowledge that (i) as a result of his position and tenure with the Company he has received the right to engage in, and will continue proposes to receive specialized and unique training and knowledge concerning engage in, the Company, its business, its customers and Company Activities throughout the industry in which it competes, Territory at all times during the Non-compete Period; (ii) the Company's business, in large part, depends upon its exclusive possession and use interests of the Proprietary Information (as defined Company and its Members in Section 27), conducting the Company Activities would not be adequately protected unless the covenant not to compete agreed to herein by each of the Xxxxxxx Parties covers all Company Activities and the entire Territory at all times during the Non-compete Period; and (iii) the Company execution and delivery of this Agreement by the Xxxxxxx Parties is entitled to protection against the unauthorized disclosure or use by Employee a fundamental economic element of the Proprietary Information or agreements between the training Xxxxxxx Parties on the one hand, and knowledge received by Xxxxxx, on the Employee other, with respect to the formation of the Company and the other matters set forth in the Contribution Agreement; and (iv) he has received Xxxxxx would not have entered into the Contribution Agreement or consummated the transactions contemplated thereby, other than in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for reliance on the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect economic interests of the covenants are to protect the Company from unfair competition provided by the Employeethis Agreement. (b) Except as provided Each of the Xxxxxxx Parties agrees that, at all times during the Non- compete Period, it will not, and will neither cause nor permit any Xxxxxxx Entity to, in any manner, directly or indirectly (through any member of the Immediate Family of such Xxxxxxx Party or otherwise): (i) engage in the last sentence Company Activities in the Territory; (ii) have any equity interest in, make any loan to or for the benefit of, or render services (of this Section 6(b)the types set forth in the Services Agreement or the Operating Agreement, during the period or of any other type) to, any Person or business which engages in which the Employee renders services to the Company under this Agreement and for eighteen Activities in the Territory (18) months thereafter, the Employee shall not, without the written consent other than investments constituting less than one percent of the Companyissued and outstanding capital stock or corporate bonds of a publicly traded corporation); or (iii) sell Company Products, ownfor resale at retail, manageto any Mall Specialty Apparel Store, operate, control, serve Mall Specialty Footwear Store or Mall Discount Footwear Store; provided that Company Products consisting of Closeout -------- Merchandise may be sold to Famous Footwear and Rack Room for so long as an officer, director, employee, partner or consultant such Company Products are not resold by either of or be connected them at retail in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country malls in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenantMall Specialty Footwear Stores. Notwithstanding the foregoingclause (iii) above, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by (x) any court or other constituted legal authority wholesale customer of competent jurisdiction to be effective Xxxxxxx xxxxx Company Products in any particular area Mall Specialty Apparel Store, Mall Specialty Footwear Store or jurisdiction only if said covenants are modified to limit their durationMall Discount Footwear Store, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area (y) Famous Footwear or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Rack Room offers Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable Products for retail sale in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain mall in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity has a Mall Speciality Footwear Store, in either case in violation of its agreement with any Xxxxxxx Party or Xxxxxxx Entity not to do so or contrary to Xxxxxxx'x understanding as to where such Company Products would be sold, then neither Xxxxxxx nor any Xxxxxxx Party shall be deemed to be in breach of its obligations under clause (iii) above unless such event continues uncured for 30 days or more after receipt by such breach, that Xxxxxxx Party of written notice thereof from the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Xxxxxx.

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope Sellers and their effects Affiliates will not, on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b)a worldwide basis, at any time during the period in which of five (5) years from the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafterClosing Date, the Employee shall not, without the written consent of the Companydirectly or indirectly, own, manage, operate, controljoin, serve as an officercontrol or participate in the ownership, directormanagement, employeeoperation or control of, partner any business which, or consultant any business organization any part of or be connected which, engages in any way with or have any interest in any corporationactivities relating to the products listed on Schedule 5.3A hereof, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee Sellers and their Affiliates may own up to 1acquire (a) any Person, less than 10% of the shares gross revenues of which are derived from a business involving the production of any publicly-owned corporationof the foregoing products (a "Competitive Business"), provided PROVIDED that none the Competitive Business is not thereafter expanded such that its revenues exceed 20% of his the gross revenues of such Person; or (b) no more than 5% of any class of securities of a Person, if such securities are traded in any public market (within or outside the United States) or 15% of any class of privately held securities of a Person, in either case if such Person derives 10% or more of its gross revenues from a Competitive Business. The remedy at law for any breach or attempted breach of the provisions of this Section 5.3 will be inadequate and Buyer shall be entitled to temporary or permanent injunctive relief against any breach or attempted breach of such provision without the necessity of posting bond or proving actual damages. It is the express intention of the parties hereto to comply with all laws which may be applicable to this Section 5.3. Should any restriction contained in this Section 5.3 be found to contain limitations as to time, geographical area or scope of activity that are not reasonable and impose a greater restraint than is necessary to protect the goodwill or other relationships with business interest of Buyer, it is expressly agreed that the covenant not to compete contained in this Section 5.3 may be reformed or modified by the final judgment of a court of competent jurisdiction to the extent necessary to cause the limitations contained in this covenant not to compete as to time, geographical area and scope of activity to be restrained to be reasonable and impose a restraint that is not greater than necessary to protect Buyer and enforce the covenant not to compete as reformed or modified. If any one or more of the provisions contained in this Section 5.3 shall for any reason be held to be invalid, illegal or unenforceable in any respect, such corporation violates invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such covenant. invalid, illegal or unenforceable provision had never been contained herein. (b) Notwithstanding the foregoing, the provisions of this Section 6 shall covenant not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so compete as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force items 2 and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company 3 on Schedule 5.3A shall be entitled limited to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27nine (9) months.

Covenant Not to Compete. Each of Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx (aindividually, a “Controlling Shareholder” and, collectively, the “Controlling Shareholders”) The Employee acknowledges and agrees that the business of each Subject Company is conducted throughout the world (ithe “Territory”) as and that such Subject Company’s reputation and goodwill are an integral part of its business success throughout the Territory. If a result Controlling Shareholder deprives such Subject Company of his position its goodwill or in any manner utilizes its reputation and tenure goodwill in competition with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Buyer or any Subject Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use Buyer will be deprived of the Proprietary Information (benefits it has bargained for pursuant to this Agreement. Accordingly, as defined in Section 27)an inducement for Buyer to enter into this Agreement, (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited each Controlling Shareholder, with respect to each Subject Company, agrees that for a period of five (5) years after the activities they prohibit, their duration, their geographical scope and their effects on Closing Date (the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair “Non-competition by the Employee. (b) Except as provided in the last sentence of this Section 6(bPeriod”), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee such Controlling Shareholder shall not, without the Buyer’s prior written consent of the Companyconsent, directly or indirectly, own, manage, operate, controljoin, serve control or participate in the ownership, management, operation or control of, or be connected as an a director, officer, director, employee, partner partner, consultant or consultant 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 be connected less in any way with such firm or have 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 interest 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 corporationother respect, partnershipit 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, proprietorship or other entity which carries on business activities all as determined by such court in competition with such action. From the Company's activities in any state date hereof until one year following the termination of the United States Consulting Agreement for the relevant Controlling Shareholder, such Controlling Shareholder shall not (a) solicit, raid, entice, induce or in contact, or attempt to solicit, raid, entice, induce or contact, any foreign country in which the Person, firm or corporation that is a customer of any Subject Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date Closing or has been a customer of termination any Subject Company within the 18 months immediately preceding the Closing (or, during the term of the Employee's employment; except that Consulting Agreement, any Person who is a customer of a Subject Company during such term) for products or services the Employee may own up to 1% of the shares of any publicly-owned corporationsame as, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoingor competitive with, the provisions Business, or approach any such Person, firm or corporation for such purpose or authorize the taking of this Section 6 shall not apply if the Employee's employment such actions by any other Person, firm or corporation or assist or participate with the Company under this Agreement is terminated (i) by the Companyany such Person, unless the Employee is terminated firm or corporation in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)taking such action, or (iib) at 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 or to such Subject Company within the election 18 months immediately preceding the Closing (or, during the term of the Employee prior Consulting Agreement, any Person who is an 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 taking such action; provided that, notwithstanding anything in this clause (b) to the Triggering Date after contrary, this clause (b) shall not relate to the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their durationfollowing persons: Xxxxxx Xxxxxxxx, geographical area or scopeFacilities Project Manager, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority andXxxx Xxxxxx, as to all other jurisdictions or political subdivisions thereofAccountant, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c)Xxxxxxxx Xxxxxx, then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition toFinancial Analyst, and not in lieu ofXxxxxx Xxxxxxx, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Facilities Engineer.

Covenant Not to Compete. (a) The Employee Executive hereby acknowledges and ------------------------ recognizes the highly competitive nature of the Company's Business, and further acknowledges and recognizes that the services the Executive is to render are of a special character with a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. In light of the foregoing, and because of the proprietary or confidential information to be obtained by or disclosed to the Executive, and as a material inducement for the Company to enter into this Agreement and the Merger Agreement and Stock Tender Agreement and to pay the Executive the compensation as provided herein and the consideration under the Stock Tender Agreement, the Executive covenants and agrees that during (i) as a result of his position and tenure the Executive's employment with the Company he has received and will continue or later period during which Executive continues to receive specialized any payments from the Company hereunder or should have received those payments, if earlier, and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use for a period of the Proprietary Information two (as defined in Section 27), (iii2) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months years thereafter, the Employee Executive shall not, in the United States, Canada or India, without the prior written consent of the Company, own: (A) Own, manage, operate, operate or control, serve or be employed by, or have a financial interest in any Business, or otherwise directly or indirectly engage in any activity, which is competitive with the Business of the Company in effect during Executive's employment with the Company, whether such engagement shall be as an officer, director, employee, partner executive, agent, lender, or consultant security holder; provided that nothing contained herein shall preclude the Executive from purchasing or owning securities of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on such business activities in competition with if the CompanyExecutive's activities in any state holdings do not exceed five (5%) percent of the United States issued and outstanding securities of any class of securities of such business provided further, however, nothing herein shall preclude the Executive from being employed by an entity so long as the information technology consulting or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1information technology staffing services are less than 20% of the shares revenues of such entity and the Executive is not engaged in such activities; or (B) For the purpose of competing with the Business of the Company, directly or indirectly solicit or enter into any publicly-owned corporationarrangement with any entity or person which has been a customer, provided that none supplier, or business relation of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, Business of the provisions of this Section 6 shall not apply if Company during the EmployeeExecutive's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing Executive's knowledge, any entity or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained person who was solicited by the Company as a customer, supplier or other business relation of the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election Business of the Company and in addition to, and not in lieu of, during the Executive's employment with the Company's right ; or (C) Directly or indirectly hire, solicit or attempt to terminate Employeesolicit employees, officers, personnel of or consultants to the Business of the Company (and/or its affiliates) in effect during the Executive's employment and to seek all other remedies and damages which with the Company may have at law and/or equity for such breachCompany; provided, however, that the Company foregoing shall be entitled not apply to an injunction restraining Employee from breaching any consultants -------- ------- who devote less than 50% of their working hours to the terms or provisions of this Section 6 or Section 27Company.

Covenant Not to Compete. Each Stockholder agrees that for a period of three (a3) The Employee acknowledges that years from and after the Closing Date, he will not, directly or indirectly, in any manner (i) engage in the business of advertising order entry or the credit card processing business anywhere in the world, or any other business currently engaged in by Edgil to a material extent, or contemplated to be engaged in by Edgil xx x material extent pursuant to the business plan heretofore dxxxxxred to AdStar (the "Competitive Business"), other than as a result an employee or agent of his position AdStar, and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall will not, without the written consent of the Companydirectly or indirectly, own, manage, operate, controljoin, serve as an officercontrol or participate in the ownership, directormanagement, employeeoperation or control of, partner or consultant of or be employed by or connected in any way manner with or have any interest in any corporation, partnershipfirm, proprietorship entity, or other entity which carries on business activities that is engaged in competition with the Company's activities in any state Competitive Business unless duly authorized by written consent of AdStar (provided, however, that nothing herein shall prohibit each of them from owning not more than three (3%) percent of the United States outstanding stock of any publicly held corporation, or in from owning any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time amount of the date stock of termination Adstar itself). Each Stockholder acknowledges that a violation of any of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of covenants contained in this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior 6.06 may cause irreparable injury to the Triggering Date after the occurrence of an Event of Default which has not been waived Surviving Corporation and AdStar, and that such corporations will be entitled, in writing or on or after the Triggering Date for Good Reason. (c) The Company addition to any other rights and the Employee hereby agree that in remedies they may have, to injunctive relief. In the event that the noncompetition covenants contained herein in this Section 6.06 should be held by any court or other duly constituted legal judicial authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area jurisdiction or jurisdiction notwithstanding with respect to any particular activity or with respect to the operation period of this Section 6(c)restraint, then the parties hereto will consider this Section 6 such covenants so affected shall be deemed to be have been amended and modified so as to eliminate therefrom that the particular area jurisdiction or jurisdiction activity as to which such noncompetition covenants are so held to be void or otherwise unenforceableunenforceable or to reduce the period of restraint, and, as so modified and as to all other areas jurisdictions and jurisdictions activities covered by the noncompetition covenantshereby, the terms and provisions hereof shall remain in full force and effect as originally writteneffect. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The 5.1 In consideration of the compensation to be paid to Employee under this Agreement, Employee acknowledges that in the course of Employee’s employment, he has and will become familiar with Employer’s and the Employer Entities’ trade secrets, business plans and business strategies and with other confidential business information concerning Employer and the Employer Entities and that Employee’s services have been and shall be of special, unique and extraordinary value to Employer and the Employer Entities. Employee also acknowledges that in the course of his employment he had and will have access to Employer’s and the Employer Entities’ relationships and goodwill with their customers, distributors, suppliers and employees. In light of Employee’s value to, and knowledge of, Employer, the Employer Entities, and the Business (as defined below) and Employee’s compensation pursuant to this Agreement, Employee agrees that, during the Term and for a period of two years following a termination of Employee’s employment for any reason (the “Non-Compete Period”), he will not, in association with or as an officer, principal, manager, member, advisor, agent, partner, director, material stockholder, employee or consultant of any corporation (or sub-unit, in the case of a diversified business) or other enterprise, entity or association, work on the acquisition or development of, or engage in any line of business, property or project which is, directly or indirectly, competitive with any business that Employer or any Employer Entity engages in during the Term, including but not limited to, the mining, processing, transportation, distribution, trading and sale of synfuel, coal and coal byproducts (collectively, the “Business”). Such restriction shall cover Employee’s activities anywhere in the states in the United States in which Employer or any Employer Entity conducts operations during the Term or jurisdictions outside the United States in which Employer or any Employer Entity conducts operations during the Term. 5.2 During the Non-Compete Period, Employee will not (i) as a result solicit or induce (or attempt to induce) any person who is or was employed by Employer or any of his position and tenure the Employer Entities at any time during such term or period or the six-month period prior to such solicitation or inducement to (A) interfere with the Company he has received and will continue to receive specialized and unique training and knowledge concerning activities or businesses of Employer or any Employer Entity or (B) discontinue his or her employment with Employer or any of the CompanyEmployer Entities, its business, its customers and the industry in which it competes, or (ii) hire directly or through another entity any person who is or was employed by Employer or any of the Company's Employer Entities at any time during the six-month period prior to the date such person is to be so hired. 5.3 During the Non-Compete Period, Employee will not, directly or indirectly, influence or attempt to influence any customers, distributors or suppliers of Employer or any of the Employer Entities to divert their business to any competitor of Employer or any Employer Entity or in any way interfere with the relationship between any such customer, distributor or supplier and Employer and/or any Employer Entity (including, without limitation, making any negative statements or communications about Employer or any Employer Entity). During the Non-Compete Period, Employee will not, directly or indirectly, acquire or attempt to acquire any business in any state in the United States or jurisdictions outside the United States in which Employer or any Employer Entity conducts operations during the Term, if during the Term, Employer or any Employer Entity has made an acquisition proposal relating to the possible acquisition of such business (such business, an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person or entity other than Employer or any Employer Entity. 5.4 Employee understands that the provisions of Sections 5.1, 5.2 and 5.3 hereof may limit his ability to earn a livelihood in large parta business in which he is involved, depends upon its exclusive possession and use but as a member of the Proprietary Information management group of Employer and the Employer Entities he nevertheless agrees and hereby acknowledges that: (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of Employer and any of the Employer Entities; (ii) such provisions contain reasonable limitations as defined in Section 27)to time, scope of activity, and geographical area to be restrained; and (iii) the Company consideration provided hereunder, including without limitation, any amounts or benefits provided under Article 3 hereof, is entitled sufficient to protection against compensate Employee for the unauthorized disclosure or use by Employee restrictions contained in Sections 5.1, 5.2 and 5.3 hereof. In consideration of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 foregoing and in Section 27. The Company light of Employee’s education, skills and the abilities, Employee acknowledge agrees that he will not assert that, and agree that the covenants contained in this Section 6 and in Section 27 it should not be considered that, any provisions of Sections 5.1, 5.2 or 5.3 otherwise are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibitvoid, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeevoidable or unenforceable or should be voided or held unenforceable. (b) Except as provided in the last sentence of this Section 6(b)5.5 If, during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of enforcement of Article 4 or Article 5 of this Agreement, a court shall hold that the date duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Employee acknowledges that he is a member of termination Employer’s and the Employer Entities’ management group with access to Employer’s and the Employer Entities’ confidential business information and his services are unique to Employer and the Employer Entities. Employee therefore agrees that the remedy at law for any breach by him of any of the Employee's employment; except covenants and agreements set forth in Article 4 and Article 5 will be inadequate and that in the Employee may own up to 1% of the shares event of any publicly-owned corporationsuch breach, provided that none Employer and the Employer Entities may, in addition to the other remedies which may be available to them at law, apply to any court of his other relationships competent jurisdiction to obtain specific performance and/or injunctive relief prohibiting Employee (together with all those persons associated with him) from the breach of such corporation violates such covenant. Notwithstanding the foregoingcovenants and agreements and to enforce, or prevent any violations of, the provisions of this Section 6 Agreement. In addition, in the event of a breach or violation by Employee of this Article 5, the Non-Compete Period set forth in this Article 5 shall not apply if be tolled until such breach or violation has been cured. 5.6 Each of the Employee's employment with covenants of this Article 5 are given by Employee as part of the Company under consideration for this Agreement is terminated and as an inducement to Employer to enter into this Agreement and accept the obligations hereunder. 5.7 If Employee materially breaches any obligation under Article 4 or Article 5 hereof, Employer shall provide written notice of such breach to Employee and (i) by the CompanyEmployee shall pay to Employer, unless the in cash, an amount equal to any and all payments paid to or on behalf of Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or under Article 3 of this Agreement and (ii) at the election any equity or equity-based awards that are unvested as of the date of such breach or were entitled to accelerated vesting under Section 3.5(ii) or 3.8(ii) shall be immediately forfeited in their entirety. Employee prior agrees that failure to make such timely payment to Employer constitutes an independent and material breach of this Agreement by Employee, for which Employer may seek recovery of the Triggering Date after the occurrence of an Event of Default which has not been waived unpaid amount as liquidated damages, in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as addition to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force rights and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any remedies Employer may have resulting from Employee’s breach of the terms obligations set forth in Article 4 and/or Article 5 hereof. Employee agrees that timely payment to Employer as set forth herein is reasonable and provisions of this Section 6 or Section 27 and necessary because the damages that the actual damages which might be sustained by the Company as the will result of any from a breach of this Section 6 or Section 27 would Article 4 and/or Article 5 hereof cannot readily be difficult ascertained. Further, Employee agrees that timely payment to ascertain. Employee agrees, at the election of the Company and in addition toEmployer as set forth herein is not a penalty, and it does not in lieu of, the Company's right to terminate Employee's employment and to seek preclude Employer from seeking all other remedies and damages which the Company that may have at law and/or equity for such breachbe available to Employer, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of including, without limitation, those set forth in this Section 6 or Section 27Article 5.

Covenant Not to Compete. As a material inducement to the Purchaser's consummation of the transactions contemplated by this Agreement, each of the Seller and the Members shall not, during the Restricted Period, do any of the following, directly or indirectly, without the prior written consent of the Purchaser in its sole discretion: (a) The Employee acknowledges engage, directly or indirectly, in the business of converting paper documents to electronic format, including through the use, sales, licensing and distribution of the Intellectual Property included in the Purchased Assets (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area"); (b) become interested (whether as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise), directly or indirectly, in any Person that (i) engages in the Restricted Business within the Restricted Area; provided, that each Member may own, as a result passive investor, not more than five percent (5%) of his position and tenure with the Company he has received and will continue outstanding securities of any class of any publicly-traded securities of any publicly held company listed on a well-recognized national securities exchange or on an interdealer quotation system of the National Association of Securities Dealers, Inc; or (c) solicit, call on, divert, take away, influence, induce or attempt to receive specialized and unique training and knowledge concerning do any of the Company, its business, its customers and the industry in which it competes, (ii) the Company's businessforegoing, in large parteach case within the Restricted Area, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect Purchaser's or any of the covenants are to protect the Company from unfair competition by the Employee. Related Companies' (bA) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen customers or distributors or prospective customers or distributors (18wherever located) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area goods or jurisdiction so as services of the Restricted Business, (B) distributors, consultants, agents, or independent contractors of the Seller to comply terminate or modify any contract, arrangement or relationship with the order Purchaser or any of the Related Companies or (C) employees of the Seller to leave the employ of the Purchaser or any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, of the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenRelated Companies. (d) Employee recognizes and acknowledges that Nothing herein shall restrict the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu ofSeller, the Company's right Members and their Affiliates from engaging in the business of Stenograph, L.L.C., as conducted on the date hereof and, any other business related to terminate Employee's employment its shorthand machines, voice transcription and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27related software products businesses.

Covenant Not to Compete. Except as contemplated and provided pursuant to (a) The Employee acknowledges Sections 1.2(d), (e) and (f) of this Agreement, and (b) the Xxxxxxx X Xxxxx Employment Agreement by and between XXXXXXX X. XXXXX and Buyer to be entered into at the Closing, each of Xxxxx and Seller covenants and agrees that he, she or it, as the case may be, will not, at any time during which buyer operates stores of the general nature of the acquired stores, from the Closing Date, (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's businessdirectly or indirectly, in large part, depends upon its exclusive possession and use or pertaining to any location of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure acquired stores or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Companywithin a reasonable market radius thereof, own, manage, operate, controljoin, serve as an officercontrol or participate in the ownership, directormanagement, employeeoperation or control of, partner any business which, or consultant any businesses organization any part of which, engages in the business of buying, selling or be connected trading of new and/or used audio compact discs, including, without limitation, the selling of franchises which engage in any way with the business of buying, selling or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state trading of new and/or used audio compact discs of the type and kind and sold by Seller in the United States States, except as a franchisee of Buyer or an affiliate of Buyer or owner of up to 5% of the outstanding common stock of a corporation so engaged, or (ii) directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, any foreign country business which, or any business organization any part of which, engages in which the Company has sold businesses of buying, selling or installed its products trading audio compact discs via the "Internet," "America on Line," "CompuServe" or systems or has definitive plans to sell or install its products any other "on-line" computer communication networks, except as a franchisee of the Buyer. Additionally, seller agrees not compete, as defined above, at any time prior to or at the time of location for a period ending 2 years from the date of termination of the Employee's employment; except that the Employee may own up to 1% Xxxxxxx X. Xxxxx Employment Agreement. The remedy at law for any breach or attempted breach by Seller or Xxxxx of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 5.7 will be inadequate and Buyer shall be entitled to temporary or permanent injunctive relief against any breach or attempted breach of such provision without the necessity of posting bond or proving actual damages. It is the express intention of the parties hereto to comply with all laws that may be applicable to this Section 5.7. Should any restriction contained in this Section 5.7 be found to exceed in duration or scope the restriction permitted by law, it is expressly agreed that the covenant not apply if the Employee's employment with the Company under to compete contained in this Agreement is terminated (i) Section 5.7 may be reformed or modified by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election final judgment of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any a court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area reflect a lawful and enforceable duration or scope, then . If any one or more of the parties hereto will consider provisions contained in this Section 6 5.7 shall for any reason be held to be amended and modified with respect to that particular area invalid, illegal or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area respect, such invalidity, illegality or jurisdiction notwithstanding unenforceability shall not affect any other provision of this Agreement, but any inconsistency in the operation provisions of this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The terms and conditions of this Section 6(c), then 5.7 will be governed by and construed in accordance with the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any laws of the terms and provisions State of Delaware; the foregoing clause will not, however, affect the forum or venue of any dispute resolution proceeding arising in connection with this Agreement or any other term or condition of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Agreement whatsoever.

Covenant Not to Compete. (a) The 5.1 In consideration of the compensation to be paid to Employee under this Agreement, Employee acknowledges that in the course of Employee’s employment, he has and will become familiar with Employer’s and the Employer Entities’ trade secrets, business plans and business strategies and with other confidential business information concerning Employer and the Employer Entities and that Employee’s services have been and shall be of special, unique and extraordinary value to Employer and the Employer Entities. Employee also acknowledges that in the course of his employment he had and will have access to Employer’s and the Employer Entities’ relationships and goodwill with their customers, distributors, suppliers and employees. In light of Employee’s value to, and knowledge of, Employer, the Employer Entities, and the Business (as defined below) and Employee’s compensation pursuant to this Agreement, Employee agrees that, during the Term and for a period of two years following a termination of Employee’s employment for any reason (the “Non-Compete Period”), he will not, in association with or as an officer, principal, manager, member, advisor, agent, partner, director, material stockholder, employee or consultant of any corporation (or sub-unit, in the case of a diversified business) or other enterprise, entity or association, work on the acquisition or development of, or engage in any line of business, property or project which is, directly or indirectly, competitive with any business that Employer or any Employer Entity engages in during the Term, including but not limited to, the mining, processing, transportation, distribution, trading and sale of synfuel, coal and coal byproducts (collectively, the “Business”). Such restriction shall cover Employee’s activities anywhere in the states in the United States in which Employer or any Employer Entity conducts operations during the Term or jurisdictions outside the United States in which Employer or any Employer Entity conducts operations during the Term. 5.2 During the Non-Compete Period, Employee will not (i) as a result solicit or induce (or attempt to induce) any person who is or was employed by Employer or any of his position and tenure the Employer Entities at any time during such term or period or the six-month period prior to such solicitation or inducement to (A) interfere with the Company he has received and will continue to receive specialized and unique training and knowledge concerning activities or businesses of Employer or any Employer Entity or (B) discontinue his or her employment with Employer or any of the CompanyEmployer Entities, its business, its customers and the industry in which it competes, or (ii) hire directly or through another entity any person who is or was employed by Employer or any of the Company's Employer Entities at any time during the six-month period prior to the date such person is to be so hired. 5.3 During the Non-Compete Period, Employee will not, directly or indirectly, influence or attempt to influence any customers, distributors or suppliers of Employer or any of the Employer Entities to divert their business to any competitor of Employer or any Employer Entity or in any way interfere with the relationship between any such customer, distributor or supplier and Employer and/or any Employer Entity (including, without limitation, making any negative statements or communications about Employer or any Employer Entity). During the Non-Compete Period, Employee will not, directly or indirectly, acquire or attempt to acquire any business in any state in the United States or jurisdictions outside the United States in which Employer or any Employer Entity conducts operations during the Term, if during the Term, Employer or any Employer Entity has made an acquisition proposal relating to the possible acquisition of such business (such business, an “Acquisition Target”), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any person or entity other than Employer or any Employer Entity. 5.4 Employee understands that the provisions of Sections ‎5.1, ‎5.2 and ‎5.3 hereof may limit his ability to earn a livelihood in large parta business in which he is involved, depends upon its exclusive possession and use but as a member of the Proprietary Information management group of Employer and the Employer Entities he nevertheless agrees and hereby acknowledges that: (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of Employer and any of the Employer Entities; (ii) such provisions contain reasonable limitations as defined in Section 27)to time, scope of activity, and geographical area to be restrained; and (iii) the Company consideration provided hereunder, including without limitation, any amounts or benefits provided under ‎Article 3 hereof, is entitled sufficient to protection against compensate Employee for the unauthorized disclosure or use by Employee restrictions contained in Sections ‎5.1, ‎5.2 and ‎5.3 hereof. In consideration of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 foregoing and in Section 27. The Company light of Employee’s education, skills and the abilities, Employee acknowledge agrees that he will not assert that, and agree that the covenants contained in this Section 6 and in Section 27 it should not be considered that, any provisions of Sections ‎5.1, ‎5.2 or ‎5.3 otherwise are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibitvoid, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeevoidable or unenforceable or should be voided or held unenforceable. (b) Except as provided in the last sentence of this Section 6(b)5.5 If, during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of enforcement of ‎Article 4 or ‎Article 5 of this Agreement, a court shall hold that the date duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Employee acknowledges that he is a member of termination Employer’s and the Employer Entities’ management group with access to Employer’s and the Employer Entities’ confidential business information and his services are unique to Employer and the Employer Entities. Employee therefore agrees that the remedy at law for any breach by him of any of the Employee's employment; except covenants and agreements set forth in ‎Article 4 and ‎Article 5 will be inadequate and that in the Employee may own up to 1% of the shares event of any publicly-owned corporationsuch breach, provided that none Employer and the Employer Entities may, in addition to the other remedies which may be available to them at law, apply to any court of his other relationships competent jurisdiction to obtain specific performance and/or injunctive relief prohibiting Employee (together with all those persons associated with him) from the breach of such corporation violates such covenant. Notwithstanding the foregoingcovenants and agreements and to enforce, or prevent any violations of, the provisions of this Section 6 Agreement. In addition, in the event of a breach or violation by Employee of this ‎Article 5, the Non-Compete Period set forth in this ‎Article 5 shall not apply if be tolled until such breach or violation has been cured. 5.6 Each of the Employee's employment with covenants of this ‎Article 5 are given by Employee as part of the Company under consideration for this Agreement is terminated and as an inducement to Employer to enter into this Agreement and accept the obligations hereunder. 5.7 If Employee materially breaches any obligation under ‎Article 4 or ‎Article 5 hereof, Employer shall provide written notice of such breach to Employee and (i) by the CompanyEmployee shall pay to Employer, unless the in cash, an amount equal to any and all payments paid to or on behalf of Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or under ‎Article 3 of this Agreement and (ii) at the election any equity or equity-based awards that are unvested as of the date of such breach or were entitled to accelerated vesting under Section 3.5(ii) or ‎3.8(ii) shall be immediately forfeited in their entirety. Employee prior agrees that failure to make such timely payment to Employer constitutes an independent and material breach of this Agreement by Employee, for which Employer may seek recovery of the Triggering Date after the occurrence of an Event of Default which has not been waived unpaid amount as liquidated damages, in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as addition to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force rights and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any remedies Employer may have resulting from Employee’s breach of the terms obligations set forth in ‎Article 4 and/or ‎Article 5 hereof. Employee agrees that timely payment to Employer as set forth herein is reasonable and provisions of this Section 6 or Section 27 and necessary because the damages that the actual damages which might be sustained by the Company as the will result of any from a breach of this Section 6 or Section 27 would ‎Article 4 and/or ‎Article 5 hereof cannot readily be difficult ascertained. Further, Employee agrees that timely payment to ascertain. Employee agrees, at the election of the Company and in addition toEmployer as set forth herein is not a penalty, and it does not in lieu of, the Company's right to terminate Employee's employment and to seek preclude Employer from seeking all other remedies and damages which the Company that may have at law and/or equity for such breachbe available to Employer, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of including, without limitation, those set forth in this Section 6 or Section 27‎Article 5.

Covenant Not to Compete. (a) The Employee acknowledges Manager covenants and agrees that ----------------------- while employed and thereafter for a period equal to (i) as a result of his position and tenure with if the Manager's employment is terminated for "Cause" by the Company he has received and will continue to receive specialized and unique training and knowledge concerning or is voluntarily terminated by the CompanyManager, its business, its customers and the industry in which it competessix (6) months, (ii) if the CompanyAgreement is not renewed and the Manager's business, in large part, depends upon its exclusive possession and use of employment is thereafter terminated by the Proprietary Information Company or the Manager for any reason other than "Cause," one (as defined in Section 27), 1) year or (iii) for any termination other than those described in (i) or (ii), the greatest of (A) the remaining Employment Term, (B) one year or (C) the period for which the Manager is receiving disability benefits under any Company provided disability plan, he will not, directly or indirectly (whether as principal, agent, proprietor, sales person, employee, consultant, independent contractor, officer, director, investor, or otherwise), participate in the ownership, management, operation, or control of, or have any interest of any nature whatsoever in any organization, corporation, firm, or other business which is engaged in or which proposes to engage in any business which is in competition with the business now or hereafter operated and conducted by the Company is entitled to protection against the unauthorized disclosure in any geographic area where Manager has regularly serviced customers or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as otherwise regularly provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, during the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenantEmployment Term. Notwithstanding Without limiting the foregoing, the provisions Manager agrees that he will not, while employed and thereafter for the greater of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) remaining Employment Term or one year, directly or indirectly, divert or take away or attempt to divert or take away, by the Companysoliciting, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)supplying, serving, advising, or (ii) at otherwise, any customer or business entity with which the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or Manager did business on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right behalf during the Employment Term. It will not be a violation of this provision for Manager to terminate Employee's employment own shares in a widely traded public company which competes with Company if the investment is passive and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, number of shares held is sufficiently small that Manager cannot exercise any material influence or control over the Company shall be entitled to an injunction restraining Employee from breaching any management of the terms or provisions of this Section 6 or Section 27public company.

Covenant Not to Compete. (a) The Employee acknowledges recognizes that (i) as a result the Employer is engaged in the development and sale of his position III-IV compounds used in semiconductors and tenure with related products in Massachusetts and throughout the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers United States and the industry world and in which it competesthe development of liquid crystal electronic imaging devices and display products based thereon (collectively, (ii) the Company's business, in large part, depends upon its exclusive possession and use "Principal Business"). In the event of the Proprietary Information termination of the Employee's employment hereunder, voluntarily or for cause (as defined in Section 27)8(d) below) and so long as the Employer is not in breach of its obligations to the Employee hereunder, the Employee agrees that, for a period of twelve (iii12) months from the date of such termination, he will neither (i) engage in the Principal Business directly for himself, or in conjunction with or on behalf of any commercial entity, or (ii) work as an employee in the Principal Business for any commercial entity, where either (A) the Company is entitled Employee's duties in the course of any such activities would be substantially similar to protection against those he has performed for the unauthorized Employer hereunder or (B) the Employee's duties in the course of such activities would involve disclosure or use by Employee of any confidential or proprietary information relating to the business of the Proprietary Information or the training and knowledge received Employer which he may in any way acquire by reason of his employment by the Employee Employer. The Employee's obligation under this Section 8 shall extend to all geographical areas of the United States and (iv) he the world in which the Employer, as set forth above, carries on business, either directly or indirectly, including, but not limited to, places where the Employer has received a place of business, has employees or representatives, or has advertised or sold any products during the time period specified in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeesection. (b) Except as provided The Employee further agrees that for a period of twelve (12) months from the date of such termination, he will not on behalf of himself or any commercial competitor of the Employer, compete for, or engage in the last sentence solicitation of, with respect to the Company's products or services, any commercial customer of this Section 6(b)the Employer, that he has, during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafterone year immediately preceding such termination, the Employee shall not, without the written consent solicited or serviced on behalf of the CompanyEmployer or that has been so solicited or serviced, ownduring such period, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in by any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of person under the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reasonsupervision. (c) The Company and the Employee hereby agree that in In the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any violation of the terms and foregoing provisions of this Section 6 8, the Employer shall be entitled, in addition to any other rights or Section 27 remedies it may have, to injunctive relief, it being agreed that the damages which the Employer would sustain upon any such violation are difficult or impossible to ascertain in advance and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and violations may cause irreparable harm to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Employer.

Covenant Not to Compete. (a) The Employee acknowledges Seller and its officers, directors and shareholders, as shown on Exhibit E agree to execute the non-competition agreements in Exhibit E and severally agree that, effective as of the Closing Date and for a period of two years thereafter, no member of the Selling Group or any of their respective current and future Affiliates shall, without written consent of the Buyer, directly or indirectly, alone or with others, conduct, participate in, invest in or engage in any business in the Continental United States that sells and/or markets advertiser sponsored telecommunications service; provided, that it shall not be a breach of this Section 5.10 if (i) as a result member of his position and tenure the Selling Group were to purchase an equity interest in a business that competes with the Company he has received Business and will continue to receive specialized that equity interest comprises securities that are publicly traded and unique training and knowledge concerning that represent in the Companyaggregate, its together with any other securities purchased or held by the member, less than five percent of the total equity interest in the competitive business, its customers and the industry in which it competes, ; or (ii) the Company's business, in large part, depends upon its exclusive possession and use a member of the Proprietary Information Selling Group purchases a debt security of a business that competes with the Business and the class of debt securities is publicly traded; in the case of clauses (as defined in Section 27i) and (ii), (iii) so long as the Company is entitled to protection against member does not appoint, cause the unauthorized disclosure appointment of or use by Employee become a director, officer other form of decision or policy maker of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeecompetitive business. (b) Except Each member of the Selling Group acknowledges that this covenant not to compete is being provided as provided an inducement to the Buyer to acquire the Transferred Assets and that this Section 5.10 contains reasonable limitations as to time, geographical area and scope of activity to be restrained and does not impose a greater restraint than is reasonably necessary to protect the goodwill, technology or other business interests of the Buyer. (c) In addition to the restrictions set forth in the last sentence paragraph (a) of this Section 6(b)5.10, during each member of the Selling Group agrees that, effective as of the Closing Date and for a period of two years thereafter, no member of the Selling Group or any of their respective current or future Affiliates shall, either directly or indirectly, (i) make known to any person, firm or corporation that is engaged in the business of advertiser sponsored telecommunications, the names and addresses of any of the customers or agents of the Buyer or any of the Buyer's Affiliates or any other information pertaining to such persons, (ii) call on, solicit or sell to, or attempt to call on, solicit or sell to, any of the customers or agents of the Buyer relative to advertiser sponsored telecommunications whether for that member of the Selling Group or for any other person, firm or corporation within any jurisdiction in which the Employee renders services Buyer or any of their Affiliates is conducting or has conducted the Business, except as otherwise permitted in Section 5.10. (d) Each member of the Selling Group further acknowledges that a remedy at law for any breach or attempted breach of this Section 5.10 will be inadequate and further agrees that any breach of this Section 5.10 will result in irreparable harm to the Company under Business; and the member covenants and agrees that neither it nor any of its Affiliates will oppose any demand for specific performance and injunctive and other equitable relief in the case of any breach or attempted breach. Notwithstanding anything in this Agreement and for eighteen (18) months thereafterto the contrary, the Employee Buyer may seek enforcement of this covenant not to compete through judicial process without the necessity of posting bond or other security and without the necessity of complying with the provisions of Article 11 regarding resolution of disputes, which shall notnot apply to this Section 5.10. (e) Whenever possible, each provision of this Section 5.10 shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Section 5.10 shall be prohibited or invalid under applicable law, the provision shall be ineffective to the extent of the prohibition of invalidity, without invalidating the written consent remaining provisions of this Section 5.10. If any provision of this Section 5.10 shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, the Companyjudgment shall not affect, own, manage, operate, control, serve as an officer, director, employee, partner impair or consultant invalidate the remainder of or this Section 5.10. but shall be connected confined in any way with or have any interest its operation to the provision of Section 5.10 directly involved in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country controversy in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenantjudgment shall have been rendered. Notwithstanding the foregoing, If the provisions of this Section 6 5.10 should ever be deemed to exceed the time or geographic limitations permitted by applicable Laws, the provision shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior be reformed to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing maximum time or on or after the Triggering Date for Good Reasongeographic limitations permitted by applicable Law. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee a. Executive acknowledges that (i) as a result the businesses of his the Company is highly competitive and international in scope, that its products are sourced and marketed throughout North America, that the Company competes in nearly all of its business activities with other organizations which are or could be located throughout North America and that the nature of Executive’s services, position and tenure expertise are such that he is capable of competing with the Company he has received and will continue from nearly any location in North America. Executive further acknowledges that all services of Executive are exclusive to receive specialized and unique training and knowledge concerning the Company, its businessand that Executive’s performances and services hereunder are of a special, its customers unique, unusual, extraordinary and intellectual character which gives them peculiar value, the industry loss of which cannot reasonably or adequately be compensated in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession an action at law for damages and use that a breach by Executive of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee terms of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The of this Agreement will cause the Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection irreparable injury. b. In recognition of the Company foregoing, Executive covenants and are reasonably limited with respect to the activities they prohibitagrees that he will not, their durationas a principal, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided officer, director, shareholder, partner, member, employee, consultant, independent contractor, agent or executive or in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall notany other capacity whatsoever, without the prior written consent of the Company, owndo any of the following during his employment with the Company, manageplus (i) an additional six (6) months following a Severance Event that occurs during the first twelve months of Executive’s employment; or (ii) an additional twelve (12) months following a Severance Event that occurs after the first twelve (12) months of Executive’s employment: (i) Engage in a business that competes with a material portion of the Company’s, operateor any of its subsidiaries, controlbusiness activities; (ii) Acquire any ownership of any kind in, serve as or become associated with or provide services to any other person, corporation, partnership, limited liability company, business trust, association or other business entity engaged in a business that competes with a material portion of the Company’s, or any of its subsidiaries, business activities; (iii) Intentionally and knowingly solicit or attempt to solicit or participate in the solicitation of a vendor or a customer of the Company, or any of its subsidiaries, to terminate his, her or its relationship therewith; or (iv) Solicit or attempt to solicit or encourage any person, who is then, or was within the then most recent twelve (12) month period, to the knowledge of Executive, an officer, director, employee, partner agent, consultant or representative of the Company or any of its subsidiaries, to become an employee, agent, representative or consultant of or be connected to Executive or any other individual or entity. c. Nothing in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 of this Agreement shall prevent Executive from making or holding an investment in securities traded on any national securities exchange or traded in the over-the-counter market, provided said investments do not apply exceed one percent (1%) of the issued and outstanding securities of any one such issuer or, if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that total investment in the event that the noncompetition covenants contained herein should be held by any court issuer is $500,000 or other constituted legal authority less, up to five percent (5%) of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended such issued and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenoutstanding securities. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. (a) The Employee acknowledges Each Seller hereby agrees that, throughout the period that begins on the Closing Date and ends on the third anniversary of the Closing Date (the “Non-Compete Period), except for the covenants and restrictions contained in Section 6.12(a)(iv) hereof which will last indefinitely, such Seller will not at any time directly or indirectly: (i) own, operate, invest in, lend money to, consult with, render services to, act as a result agent for, acquire or hold any interest in (i) any business of his position and tenure any nature that competes with any business owned or operated by the Company he has received and will continue to receive specialized and unique training and knowledge concerning Companies as of the Company, its business, its customers and the industry in which it competes, Closing Date or (ii) any corporation, partnership, association or other entity of any nature that owns, operates or has an interest in any business described in the Company's business, in large part, depends upon its exclusive possession and use immediately preceding clause (i) (except that nothing herein will prohibit any Seller from owning not more than one percent of the Proprietary Information outstanding shares of any class of stock of a corporation if such class of stock is regularly traded on a recognized national securities exchange); (as defined in Section 27)ii) solicit, request, advise or induce any present or potential customer, supplier or other business contact of the Companies to cancel, curtail or otherwise adversely change its relationship with the Companies; (iii) the criticize or disparage in any manner or by any means (whether written or oral, express or implied) Purchaser, either Company is entitled to protection against the unauthorized disclosure or use by Employee any aspect of the Proprietary Information Purchaser’s or the training and knowledge received by the Employee and Company’s management, policies, operations, products, services, practices or personnel; or (iv) he has received use any name to promote a separate business that includes (i) the words “Turnpike” or “Global” or “Technologies,” or any confusingly similar combination or variation of any of such words, in this Agreement good and valuable consideration for any geographical area or (ii) any other name that implies a connection or affiliation with Purchaser or the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the EmployeeCompanies. (b) Except as provided The Sellers specifically acknowledge and agree that (1) this Section 6.12 and each term hereof are reasonable and necessary to ensure that the Purchaser receives the expected benefits of acquiring the Shares and the Membership Interests, (2) the Purchaser has refused to enter into this Agreement in the last sentence absence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement 6.12 and for eighteen (183) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 6.12 will harm the Purchaser to such an extent that monetary damages alone would be difficult to ascertainan inadequate remedy. Employee agreesTherefore, at in the election event of a breach by any Seller of this Section 6.12, the Company and Purchaser (in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company Purchaser may have at law and/or equity for such breach, that the Company shall have) will be entitled to an seek a temporary restraining order, injunction and other equitable relief (without posting any bond or other security) restraining Employee the Sellers from breaching any of the terms committing or provisions of this Section 6 or Section 27continuing such breach.

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result Sellers each acknowledge and agree that they have technical expertise associated with the business of his position the Company and tenure are well known in the visual communications and presentation industry. In addition, the Sellers have valuable business contacts with clients and potential clients of the Company and with professionals in the visual communications and presentation industry. The Company's reputation and good will are an integral part of its business success throughout the areas where it conducts its business. If Sellers deprive Buyer of the Company's goodwill or in any manner use their reputation and goodwill in competition with the Company, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. Since Sellers have the ability to compete with the Company he has received and will continue to receive specialized and unique training and knowledge concerning in the Company, its business, its customers and the industry in which it competes, (ii) operation of the Company's business, Buyer, therefore, desires that the Sellers enter into this covenant not to compete. But for Sellers' entry into this covenant not to compete, Buyer would not enter into this Agreement. It is, therefore, understood and agreed that by the sale of their Company Stock, the Sellers have transferred to Buyer all of their business goodwill in large partthe Company as contemplated by, depends upon its exclusive possession among other laws, California Business and use Professions Code Section 16601. Sellers, therefore, agree that for a period of five (5) years from the Proprietary Information Closing (as defined in Section 27the "Term"), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee Sellers shall not, without the Buyer's prior written consent (which may be given or withheld in Buyer's sole and absolute discretion), directly or indirectly, (A) own, manage, join, operate or control, or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, or permit their names to be used by or in connection with, any profit or non-profit business or organization which sells, distributes or markets products, goods or equipment which, directly or indirectly compete with the Company's business, as conducted by the Company immediately prior to the Closing and as is proposed to be conducted by the Company after the Closing, in the Counties specified in Exhibit D attached hereto of the United States, or in any other countries in which the Company's business is conducted, except as specifically provided in section 5(f)(ii) below; (B) call on or solicit or divert or take away from the Company and/or the Buyer (including without limitation by divulging to any competitor or potential competitor of the Company and/or the Buyer) any Person, firm or corporation or other entity who is or which at the Closing was a customer of the Company and/or the Buyer or whose identity is known to the Sellers at the Closing as one whom the Company and/or the Buyer intends to solicit; or (C) hire or offer employment to or seek to hire or offer employment to any employee of the Company whose employment is continued by the Company after the Closing or any employee of any successor or affiliate of the Company, ownunless Buyer first terminates the employment of such employee or gives its written consent to such employment or offer of employment . (ii) The foregoing notwithstanding, managenothing in this section 5(f) shall be deemed to apply to the Sellers' ownership, operateoperation or control of Proline Audio Visual Rentals, controlInc. or any successor thereto ("PAV"), serve so long as an officerthe business of PAV is limited to (x) the rental of audio, directorvideo and audio visual equipment, employee, partner or consultant (y) the sales of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with supplies and services incidental to the Company's activities in any state rental of such equipment and (z) the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time sale of the date of termination of the Employee's employment; except used rental equipment. (iii) The Parties acknowledge that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under (S)5(f) are reasonable and necessary to protect their legitimate interests. The Parties further acknowledge that any breach of this Agreement is terminated (iS) 5(f) by any of them will cause irreparable injury to the Companyothers, unless for which the Employee is terminated available remedies at law will not be adequate. Accordingly, in accordance with Section 7 the event of any such breach or for Cause in accordance with Subsection 9.1(a) or 9.2(athreatened breach of any provisions of this (S)5(f), in addition to any other remedy provided by law or (ii) at in equity, the election non- breaching Parties shall be entitled to appropriate injunctive relief and/or specific performance, in any court of competent jurisdiction, restraining the breaching Parties from any such actual or threatened breach of this section without posting bond or other security. Any breacing Party stipulates to the entry against them of any temporary, preliminary or permanent injunction and agree not to resist the non-breaching Party's application for such equitable relief, except on the grounds that the acts or omissions alleged do not violate any of the Employee prior to the Triggering Date after the occurrence provisions of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) this section. The Company and the Employee hereby agree that Parties shall, in the event that any injunctive relief or damages shall be granted to the noncompetition covenants contained herein should be held by any non breaching Party, pay all of the non-breaching Party's reasonable costs and expenses, including attorneys' fees, incurred in obtaining such relief. If the final judgment of a court or other constituted legal authority of competent jurisdiction declares that any term or provision of this (S)5(f) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be effective in any particular area or jurisdiction only if said covenants are modified to limit their reduce the scope, duration, geographical or area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms 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 provisions of this Section 6 or Section 27 enforceable and that comes closest to expressing the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election intention of the Company and in addition toinvalid or unenforceable term or provision, and not in lieu of, this Agreement shall be enforceable as so modified after the Company's right to terminate Employee's employment and to seek all other remedies and damages expiration of the time within which the Company judgment may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27appealed.

Covenant Not to Compete. (a) The Employee acknowledges Gruden agrees that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under term of this Agreement and for eighteen (18) months thereafterany extension thereof, the Employee shall he will not, without within the written consent United States, for his own account or for the account of the Companyothers, own, manage, operate, control, serve as an officer, director, stockholder, owner, partner, employee, partner promoter, consultant, manager or consultant of otherwise, participate in the promotion, financing, ownership operation or be connected management of, or assist in any way with or have any interest in any carry on through a proprietorship, corporation, partnershippartnership other form of business entity or otherwise, proprietorship any business activity directly or other entity which carries on business activities indirectly involved in competition with the management or operation of any football league, except as such league(s) shall be either operated by the Company's activities in any state of , or licensed to operate by the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenantCompany. Notwithstanding the foregoing, if the term of this Agreement is extended pursuant to Paragraph 2. above, and Gruden thereafter receives, between any year, a written offer of employment to serve as either head coach or offensive coordinator, of a team in the National Football League, Gruden shall have the right to accept said offer and to terminate this Agreement if the Company fails to notify Gruden that it will match such offer within fifteen (15) days after the Company's receipt of a copy of such offer from Gruden. If the Company fails to notify Gruden within said period that it will match the offer, then Gruden shall have the right to terminate this Agreement and to accept said offer of employment by executing such offer with ten (10) days after the Company's failure to match the offer. If the Company matches the offer received by Gruden, this Agreement shall be automatically amended to incorporate the terms contained in such offer. (i) all provisions of this Section 6 Paragraph not so deemed to be excessive shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated nevertheless remain in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or full force; (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained restrictive time period herein should shall be held by any court or other constituted legal authority of competent jurisdiction deemed to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 longest period permissible by law; and (iii) the scope of this covenant shall deemed to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.as

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position Employee has become familiar with Company Information. Employee further acknowledges and tenure agrees that the Company and its subsidiaries and affiliates would be irreparably damaged if Employee were to provide services to any person competing with the Company he has received or any of its subsidiaries or affiliates or engaged in a similar business and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received that such competition by the Employee and (iv) he has received would result in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection a significant loss of goodwill by the Company and are reasonably limited with respect to the activities they prohibitits subsidiaries or affiliates. Therefore, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect in further consideration of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as benefits provided in Paragraph 1, Employee agrees that until the last sentence first anniversary of the date of this Section 6(bAgreement (the “Restricted Period”), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall notnot directly, without the written consent of the Companyeither for himself or through or for any other person, ownown any interest in, manage, operate, control, serve participate in (including any direct or indirect interest in any enterprise, whether as an officer, director, manager, employee, partner partner, equity holder, member, agent, representative, shareholder, partner, joint venturer, franchisor, franchisee or consultant of otherwise) consult with, or be connected render services to or for, any person that is in any way business which competes with any business that the Company and/or its affiliates or have any interest in any corporation, partnership, proprietorship subsidiaries conduct or other entity which carries on business activities in competition with has specific plans to conduct at the Company's activities in any state end of the United States or Restricted Period, in any foreign country jurisdiction in which the Company or any of its affiliates has sold operations or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that anywhere in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their durationUnited States; provided, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breachhowever, that the Company foregoing shall be entitled to an injunction restraining not restrict Employee from breaching passively owning less than two percent (2%) of the stock of a publicly held corporation so long as neither Employee nor any of his affiliates has any active participation in the terms business of such corporation; and provided further, nothing in this Agreement shall prevent Employee from seeking and becoming employed by a pharmaceutical manufacturer or provisions of this Section 6 in non-specialty retail pharmacy, long-term care, hospital pharmacy or Section 27any other non-competing pharmacy.

Covenant Not to Compete. The Sellers and Brisxxx xxxntly and severally agree that for the period of three (3) years immediately following the Closing Date, the Sellers and Brisxxx xxxll not, directly or indirectly: (a) The Employee acknowledges that (i) alone or as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Companypartner, its businessjoint venturer, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner consultant, agent, independent contractor, or consultant security holder, of or be connected any Person, engage in any way with business activity at any location in the United States of America, which is engaged in developing, owning, or have any interest in any corporation, partnership, proprietorship operating ice rinks and their related facilities or other entity the operation of the Business at the Coral Springs Facility which carries on business activities is directly or indirectly in competition with the Company's activities Business; provided, however, that the beneficial ownership of less than five percent (5%) of any class of securities of any entity having a class of equity securities actively traded on a national securities exchange or the Nasdaq Stock Market shall not be deemed, in any state and of itself, to violate the prohibitions of this Section, and further provided that the providing of architectural services and designs by Brisxxx xxx professional arenas with seating capacity of at least 3,000 spectators or stadiums in the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under be deemed to violate this Agreement is terminated Covenant. The provision of architectural services and/or designs by Brisxxx xx by Brisxxx Xxxox Xxxxxx, Xxchitects (i) by to any person or entity for any ice skating rinks used primarily for commercial public skating anywhere in the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)State of Florida, or (ii) at for any person or entity that is in the election business, directly or indirectly (by one or more affiliates), of developing commercial ice skating rinks anywhere in the United States, excepting rinks containing more than 3,000 spectator seats, shall be deemed to violate this Covenant; (i) induce, solicit or accept for or on behalf of any Person any contact, agreement, relationship or business activity which may in any manner affect or diminish in any way, the Predevelopment Rights (as defined in the Second Agreement); (ii) induce any customer acquired hereunder or any other customer of the Employee prior Purchaser or any of its subsidiaries to patronize any business which is directly or indirectly in competition with the Triggering Date after the occurrence of an Event of Default which has not been waived in writing Business; (iii) canvass, solicit or accept for or on behalf of any such competitive business any customer of the Purchaser or after any of its subsidiaries; or (iv) request or advise any customer of the Triggering Date for Good Reason.Purchaser or any of its subsidiaries to withdraw, curtail or cancel any such customer's business with the Purchaser or any of its subsidiaries or their successors; (c) employ any person who was employed by the Purchaser or any subsidiary of the Purchaser, within six months prior to the date being employed by the Sellers or Brisbin, or in any manner seek to induce any employee of the Purchaser or any of its subsidiaries to leave his or her employment; and (d) in any way utilize, disclose, copy, reproduce or retain in his possession any of the proprietary rights, or records acquired by Purchaser hereunder, including, but not limited to, any Customer Lists. The Company Sellers and the Employee hereby agree that in the event Brisxxx xxxee and acknowledge that the noncompetition covenants restrictions contained herein should be held in this Section are reasonable in scope and duration, and are necessary to protect the Purchaser. If any provision of this Section is adjudged by any a court or other constituted legal authority of competent jurisdiction to be effective in any particular area invalid or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereofunenforceable, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.same will

Covenant Not to Compete. and Protection of Confidential Information ------------------------------------------------------------------ (a) The Employee acknowledges Participant stipulates and represents that (i) the following facts are true: the Participant is an Executive Vice President of the Company and led one of the Company's primary administrative functions; the Participant participates as a result member of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company's senior executive staff; by virtue of her position on that senior executive staff, the Participant has had access to highly sensitive and confidential information regarding, without limitation, the Company's margins on products in all areas of its business, its customers and the industry in which it competes, (ii) financial data and strategic plans for all areas of the Company's business. The Participant acknowledges that this information was gained by virtue of her employment at the Company, in large partis confidential and secret information from which the Company draws economic value, depends upon actual or potential, from its exclusive possession not being generally known to persons outside the Company, is information which the Company has taken reasonable measures to preserve its confidentiality, and use could not easily be duplicated by others, and is information which the Company required considerable time and effort to develop. The Participant further acknowledges that the misuse, misappropriation or disclosure of this information could cause irreparable harm to the Company, both during and after the term of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the EmployeeParticipant's employment. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall The Participant agrees that she will not, without within the written consent of the CompanyContinental United States, directly or indirectly, own, manage, operate, join, control, serve as an officerbe employed by or participate in ownership, directormanagement, employeeoperation or control of, partner or consultant of provide consulting services to, or be connected in any way manner with any business that competes with the Company or have any interest of its food retailing or food wholesaling affiliates; provided, however, that this subparagraph (b) shall not apply after ----------------- a "Change of Control" as defined in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Severance Agreement. The Participant shall retain the right to seek the written approval of the Company's activities in Chief Executive Officer to waive the requirements of this Paragraph 6(b) with respect to any state of the United States or in any foreign country particular activity in which the Company has sold Participant seeks to engage, which approval shall be granted or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by denied based upon the Company's reasonable desire to protect its business interest, unless the Employee is terminated but in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reasonits sole discretion. (c) The Participant agrees that during her employment and at all times thereafter the Participant will hold in a fiduciary capacity for the benefit of the Company and will not divulge or disclose, directly or indirectly, to any other person, firm or business, all confidential or proprietary information, knowledge and data (including, but not limited to, processes, programs, trade "know how," ideas, details of contracts, marketing plans, strategies, business development techniques, business acquisition plans, personnel plans, pricing practices and business methods and practices) relating in any way to the Employee hereby agree that in business of the event that the noncompetition covenants contained herein should be held by any court Company, its affiliates, customers, suppliers, joint ventures, licensors, licensees, distributors or other constituted legal authority of competent jurisdiction to be effective in any particular area persons and entities with whom the Company does business ("Confidential Data"), except upon the Company's written consent or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then as required by the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply Participant's duties with the order of any Company, for so long as such court or Confidential Data remains confidential and all such Confidential Data, together with all copies thereof and notes and other constituted legal authority andreferences thereto, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenthe sole property of the Company. (d) Employee recognizes and acknowledges The Participant agrees that the Participant will not either directly, or in concert with others, recruit, solicit or induce, or attempt to induce, any employee or employees of the Company would suffer irreparable harm and substantial loss if Employee violated or any of its subsidiaries to terminate their employment with the Company and/or become associated with another employer. The Participant further agrees that the Participant will not either directly, or in concert with others, solicit, divert or take away or attempt to divert or take away, the business or patronage of any of the terms and provisions of customers or accounts which were contacted, solicited or served by the Company while the Participant was employed with the Company. (e) The Participant agrees not to make disparaging statements about the Company, its officers, directors, agents, employees, products or services which are false or misleading. (f) The Participant agrees that except as otherwise provided in Section 6(c) above, the foregoing covenants contained in this Section 6 shall continue in effect until the later of age fifty-seven (57) or Section 27 and one (1) year after the Participant's termination (for any reason whatsoever) of employment with the Company. The Participant acknowledges that the actual damages which might be sustained by the Company as the result may arise from a breach of any breach of the foregoing covenants contained in this Section 6 are impossible to ascertain or prove with certainty. If any covenant in this Section 27 would 6 is breached, all Restricted Stock Units shall be difficult to ascertain. Employee agreesforfeited, at the election of the Company and all associated rights shall lapse and be terminated, and in addition toto other legal remedies which may be available, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an immediate injunction restraining Employee from breaching a court of competent jurisdiction to end such breach, without further proof of damage. (g) To the extent any of the terms or provisions provision of this Section of the Agreement shall be determined to be invalid or unenforceable, such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. In furtherance of and not in limitation of the foregoing, the Participant expressly agrees that should the duration of or geographical extent of, or business activities covered by, any provision of this Agreement be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities that may validly or enforceably be covered. The Participant acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. (h) Nothing in this Section 6 shall amend, limit, terminate or Section 27replace any other confidentiality or non-compete obligation that the Participant may have in any other agreement with the Company.

Covenant Not to Compete. (a) The Employee acknowledges For a period of two (2) years from the Closing Date, Seller covenants and agrees that neither eUniverse and GameUniverse nor any Person controlled by eUniverse, including without limitation its majority-owned subsidiaries, will: (i) as directly or indirectly, engage in, or hold an ownership interest greater than five percent (5%), which interest shall be passive, in a result business that engages in the development, marketing, sale and/or provision of his position and tenure with the Company he has received and will continue online, skill-based games and/or a software platform that supports online, skill-based games, in either case where users pay to receive specialized and unique training and knowledge concerning the Companycompete in head-to-head or tournament style gaming competitions for cash or other prizes, its business, its customers and the industry in which it competes, or (ii) the Company's business, in large part, depends upon its exclusive possession and use directly or indirectly solicit any customer or supplier of the Proprietary Information Business to cease doing business with eUniverse and/or GameUniverse. (as defined in Section 27), (iiib) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making The restrictions set forth in this Section 6 6.10 shall be effective within all cities, counties and in Section 27. The Company states of the United States during the two (2) years following the Closing Date. (c) Seller agrees that the terms and time period provided for, and the Employee acknowledge and agree that geographical area encompassed by, the covenants contained in this Section 6 6.10 are necessary and reasonable in Section 27 are reasonably necessary for order to protect Parent and Purchaser in the protection conduct of the Company Business and are reasonably limited with respect the utilization of the Assets, tangible and intangible, including the goodwill of Seller relating to the activities they prohibitBusiness, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition acquired by the Employee. (b) Except as provided in the last sentence virtue of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenAgreement. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated If any of the terms and provisions court having jurisdiction at any time hereafter shall hold any provision or clause of this Section 6 6.10 to be unreasonable as to its scope, territory or Section 27 term, and if such court in its judgment or decree shall declare or determine that the actual damages scope, territory or term which might such court deems to be sustained by the Company reasonable, then such scope, territory or term, as the result case may be, shall be deemed automatically to have been reduced or modified to conform to that declared or determined by such court to be reasonable. (e) It is expressly agreed that monetary damages would be inadequate to compensate Parent and Purchaser for any breach by Seller of Seller’s covenants as set forth in this Section 6.10 and, accordingly, that in the event of any breach by Seller of this Section 6 or Section 27 would be difficult to ascertain. Employee agreesany such covenant, at the election of the Company Parent and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall Purchaser will be entitled to an injunction restraining Employee from breaching seek and obtain preliminary and permanent injunctive relief in any court of the terms competent jurisdiction, in addition to any other remedies at law or provisions of this Section 6 or Section 27in equity to which Parent and Purchaser may be entitled.

Covenant Not to Compete. Each Shareholder agrees that for the period of two and one half years immediately following the termination of the Employment Agreement to which Paragraph 6.11 of this Agreement refers, the Shareholder shall not, directly or indirectly: (a) The Employee acknowledges that (i) alone or as a result partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, or security holder, of his position any Person, engage in any business activity in any jurisdiction in the United States of America or any other country in the world the ("Restricted Territory") that directly or indirectly competes with XxxxXxxxxxx.xxx and/or HPI, as their businesses are constituted on the Closing Date; provided, however, that the beneficial ownership of less than one percent (1%) of any class of securities of any entity having a class of equity securities actively traded on a national securities exchange or the Nasdaq Stock Market shall not be deemed, in and tenure of itself, to violate the prohibitions of this Section; (b) call upon any person who is, at that time, an employee of XxxxXxxxxxx.xxx or their Affiliates in a management capacity for the purpose or with the Company he intent of enticing such employee away from or out of the employ of XxxxXxxxxxx.xxx or their Affiliates; (c) call upon any person or entity which is, at that time, or which has received and will continue been, within one (1) year prior to receive specialized and unique training and knowledge concerning that time, a customer of XxxxXxxxxxx.xxx or their Affiliates for the Company, its business, its customers and the industry purpose of soliciting or selling products or services directly competitive with any business in which it competesHPI, XxxxXxxxxxx.xxx or their Affiliates was engaged on the Closing Date; (iid) call upon any prospective acquisition candidate, on the Company's businessShareholders' own behalf or on behalf of any competitor in any business in which XxxxXxxxxxx.xxx and/or HPI is engaged on the Closing Date, in large partwhich candidate was either called upon by XxxxXxxxxxx.xxx or any of its Affiliates, depends upon or for which XxxxXxxxxxx.xxx or any of its exclusive possession and use of the Proprietary Information (as defined in Section 27)Affiliates made an acquisition analysis, (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making purpose of acquiring such entity; or (e) disclose customers, whether in existence or proposed, of HPI to any person, firm, partnership, corporation or business for any reason or purpose whatsoever. The Shareholders agree and acknowledge that the restrictions contained in this Section 6 are reasonable in scope and in Section 27duration, and are necessary to protect XxxxXxxxxxx.xxx and HPI. The Company and the Employee acknowledge and agree parties intend that the covenants contained in this Section 6 shall be construed as a series of separate covenants, (a) one for each country, county, city and state (or comparable political subdivision) in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibitRestricted Territory, their durationand, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. within such territorial divisions, (b) one for each month to which the Shareholder is bound by such covenants. Except as provided for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the last sentence preceding paragraphs. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such paragraphs, then such unenforceable covenant (or such part) shall be deemed eliminated from this Section 6(b), during Agreement for the period in which the Employee renders services purpose of those proceedings to the Company under this Agreement and for eighteen extent necessary to permit the remaining separate covenants (18or portions thereof) months thereafter, to be enforced by such court. It is the Employee shall not, without the written consent intent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except parties that the Employee may own up covenants set forth herein be enforced to 1% of the shares of any publicly-owned corporation, provided maximum degree permitted by applicable law. In the event that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 should ever be deemed to exceed the scope, time or geographic limitations of applicable law regarding covenants not to compete, then such provisions shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior be reformed to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or maximum scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area time or jurisdiction so as to comply with the order of any such court or other constituted legal authority andgeographic limitations, as to all other jurisdictions or political subdivisions thereofthe case may be, the noncompetition covenants contained herein will remain in full force and effect as originally writtenpermitted by applicable laws. The Company and the Employee Shareholders further agree and acknowledge that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 will cause irreparable injury to XxxxXxxxxxx.xxx and HPI and upon any breach or Section 27 would be difficult to ascertain. Employee agreesthreatened breach of any provision of this Section, at the election of the Company XxxxXxxxxxx.xxx and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company HPI shall be entitled to an injunction restraining Employee from breaching injunctive relief, specific performance or other equitable relief, without the necessity of posting bond; provided, however, that this shall in no way limit any other remedies which XxxxXxxxxxx.xxx or HPI may have as a result of such breach, including the terms or provisions of this Section 6 or Section 27right to seek monetary damages.

Covenant Not to Compete. (a) The Employee acknowledges a. In light of the special and unique services that (i) as a result of his position have been and tenure with will be furnished to the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge Confidential Information that the purpose has been and effect of the covenants are will be disclosed to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b)him during his employment, Employee agrees that during the period in which Initial Term and the Employee renders services to the Company under this Agreement Additional Term, if any, and for eighteen a period of thirty-six (1836) months thereafter, the Employee shall thereafter he will not, without the written consent of the Company, owndirectly or indirectly, managewhether as principal, operateagent, control, serve as an officer, director, consultant, employee, partner partner, stockholder or consultant owner of or be connected in any way capacity with or have any interest in any corporation, partnership, proprietorship business, firm, individual company or any entity located any where in the world engage in, or assist another to engage in, any work or activity in any way competitive with the Business of the Company. However, nothing herein shall prevent Employee from owning not more than five percent (5%) of the outstanding publicly traded shares of common stock of a corporation, as to which corporation Employee has no relationship other entity which carries on business activities in competition than as a shareholder. Employee specifically agrees that because of his special expertise and the special and unique services that he will be furnishing the Company, and because of the Confidential Information that has been acquired by him or that will be disclosed to him during his employment with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall above stated geographic areas and time period, in and during which he will not apply if the Employee's employment compete with the Company under this Agreement is terminated (i) by the Company, unless are reasonable in scope and duration and are necessary to afford the Company just and adequate protection against the irreparable damage which would result to the Company from any activities prohibited by this Section. b. If Employee in any way breaches the obligations specified in this Section, the Company shall have the right, in addition to any other remedies available to it, to terminate the further payment of any amounts due or the further provision of any benefits under Section 4 and 5 hereof, if, and only if, the Employee is terminated in accordance with the provisions of Section 7 or 11 below. c. If any provision hereof is found to be unreasonably broad, it shall nevertheless be enforceable to the extent reasonably necessary for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election protection of the Employee prior Company and to carry out to the Triggering Date after fullest extent the occurrence of an Event of Default parties' mutual intent in entering into this Agreement, which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event intent is that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might will be sustained by the Company strictly enforced as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition agreed to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.

Covenant Not to Compete. Each of Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx (aindividually, a “Controlling Shareholder” and, collectively, the “Controlling Shareholders”) The Employee acknowledges and agrees that the business of each Subject Company is conducted throughout the world (ithe “Territory”) as and that such Subject Company’s reputation and goodwill are an integral part of its business success throughout the Territory. If a result Controlling Shareholder deprives such Subject Company of his position its goodwill or in any manner utilizes its reputation and tenure goodwill in competition with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Buyer or any Subject Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use Buyer will be deprived of the Proprietary Information (benefits it has bargained for pursuant to this Agreement. Accordingly, as defined in Section 27)an inducement for Buyer to enter into this Agreement, (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited each Controlling Shareholder, with respect to each Subject Company, agrees that for a period of five (5) years after the activities they prohibit, their duration, their geographical scope and their effects on Closing Date (the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair “Non-competition by the Employee. (b) Except as provided in the last sentence of this Section 6(bPeriod”), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee such Controlling Shareholder shall not, without the Buyer’s prior written consent of the Companyconsent, directly or indirectly, own, manage, operate, controljoin, serve control or participate in the ownership, management, operation or control of, or be connected as an a director, officer, director, employee, partner partner, consultant or consultant of otherwise with, any profit or be connected non-profit business or organization that, directly or indirectly, is engaged in any way with or have any interest the Business in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employmentTerritory; except that the Employee may own up to 1ownership of an equity interest of 2% of the shares of or less in any publicly-owned corporation, provided such firm or business that none of his other relationships with such is a public corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under be prohibited by this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in Article X. In the event that the noncompetition covenants contained herein should agreement in this Article X shall be held determined by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area unenforceable by reason of its extending for too great a period of time or jurisdiction only if said covenants are modified to limit their duration, over too great a geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order by reason of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable its being too extensive in any particular 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 or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all other areas and jurisdictions covered as determined by such court in such action. From the noncompetition covenants, date hereof until one year following the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any termination of the terms and provisions of this Section 6 Consulting Agreement for the relevant Controlling Shareholder, such Controlling Shareholder shall not (a) solicit, raid, entice, induce or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 contact, or Section 27 would be difficult attempt to ascertain. Employee agreessolicit, at the election of the Company and in addition toraid, and not in lieu ofentice, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breachinduce or contact, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.any

Covenant Not to Compete. (a) The Employee SALES REP acknowledges that (i) as a result during the performance of his position their duties, they will have been exposed to, have had access to and tenure with otherwise will be trained in utilizing marketing programs and techniques which have been developed by COMPANY and/or which are unique to the Company he has received and will continue to receive specialized and unique training and knowledge concerning real estate industry including, but not limited to, the CompanyCOMPANY 990 OPPORTUNITY Program, its businessthe 29 DAY FAST SALE Program, its customers and the industry in which it competes, like (ii) hereinafter the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27"proprietary programs"), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree SALES REP acknowledges that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any COMPANY has a protected interest in any corporation, partnership, proprietorship or other entity which carries on business activities having the SALES REP restrained from utilizing these proprietary programs and techniques in competition with the Company's activities COMPANY for a reasonable period of time following termination of this Agreement. Accordingly, the SALES REP agrees that for a period of two (2) years, within the state of California or any other state in which there is a COMPANY office following termination of this Agreement, they shall not compete with the COMPANY either directly or indirectly, in any state capacity either as owner, agent, independent contractor, employee, consultant, or otherwise by utilizing COMPANY proprietary programs or programs similar thereto in the real estate business or any other business. Since a breach of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under section of this Agreement is terminated (i) could not adequately be compensated by the Companymoney damages, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a)COMPANY shall be entitled, or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's to any other right to terminate Employee's employment and Regional Sales Director - Broker 2 remedy available to seek all other remedies and damages which the Company may have it at law and/or equity for such breachor equity, that the Company shall be entitled to an injunction restraining Employee from breaching the breach or threatened breach and to specific performance of any provision of this section of this Agreement. If the scope of any provision of this paragraph, or of this Agreement is found by any Court to be too broad to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law. The parties agree that the scope of any provision of this Agreement may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable for any reason it shall not affect the validity of the terms or remaining provisions of this Section 6 or Section 27Agreement.

Covenant Not to Compete. (a) The Employee acknowledges that During the period commencing on the date hereof and continuing until the expiration of one (i1) as a result of his position and tenure year from the date on which the Coworker’s employment with the Company he has received and will continue to receive specialized and unique training and knowledge concerning terminates (the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27“Restricted Period”), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee Coworker shall not, without the prior written consent of the Company, ownwhich consent the Company may grant or withhold in its sole discretion, managedirectly or indirectly, operatefor their own account or the account of others, controlin any geographic areas in which Coworker provided services to the Company, serve or about which Coworker obtained Proprietary Information, as an employee, consultant, partner, officer, director, employee, partner director or consultant stockholder (other than a holder of or be connected in any way with or have any interest in any corporation, partnership, proprietorship less than five percent (5%) of the issued and outstanding stock or other entity which carries on business activities equity securities of an issuer whose securities are publicly traded), or otherwise, engage in competition the importing, production, marketing, sale or distribution to distributors of any beer, malt beverage, hard cider or other product produced by the Company at any time during the Coworker’s tenure with the Company's activities in any state , excluding distilled spirits, (i) which is either produced outside of the United States and imported into the United States or in produced within the United States and (ii) which has a wholesale price within twenty-five (25%) of the wholesale price of any foreign country in which of the Company’s products, including but not limited to products marketed under the trade names XXXXXX XXXXX, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other trade names as the Company has sold or installed may use to market its products or systems or has definitive plans during the Coworker’s employment with the Company. The Coworker acknowledges that they have read and understands this provision, and that they have agreed to sell or install its products at any time prior it knowingly and voluntarily, in order to or at obtain the time of benefits provided to Coworker by the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenantCompany. Notwithstanding the foregoing, in the provisions event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or electronically, property belonging to the Company, the Restricted Period shall be twenty-four (24) months from the date of this Section 6 your employment termination (b) The parties agree that Paragraph 4(a) hereof shall not apply if the Employee's employment with the Company under this Agreement is terminated to Coworker (i) by if Coworker is a non-exempt employee of the CompanyCompany on the date of termination, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or and/or (ii) at if their employment by the election of Company is terminated by the Employee prior Company without Cause, or pursuant to the Triggering Date after the occurrence of an Event of Default which has not been waived a reduction in writing or on or after the Triggering Date for Good Reasonforce. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereofAs used herein, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof term “Cause” shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained mean a termination initiated by the Company due to the Company’s reasonable dissatisfaction with Coworker’s performance, entertained in good faith, for such reasons as the result Coworker’s lack of any breach capacity or failure to perform their duties; the Coworker’s insufficient diligence; failure to conform to usual or expected (within the Company’s workplace) standards of performance or other conduct; violating this Section 6 Agreement or Section 27 would be difficult to ascertain. Employee agrees, at the election other policies of the Company; other dishonest, culpable or inappropriate behavior; or due to the needs of the business, all as determined by the Company and in addition toits sole discretion. The foregoing are examples, and but not in lieu ofan exhaustive list, the Company's right to terminate Employee's employment and to seek all other remedies and damages of acts or omissions on which the Company may have at law and/or equity base its determination that Coworker’s performance is unsatisfactory and, in the Company’s sole judgment, merits termination for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Cause as defined herein.

Covenant Not to Compete. x. Xxxxxx recognizes and acknowledges the competitive and proprietary nature of Amedica’s Field of Interest. Xxxxxx acknowledges and agrees that a business will be deemed competitive with Amedica if it develops, manufactures or sells any products within the Field of Interest and Xxxxxx has participated in the creation, research and/or testing of those such products (a) The Employee acknowledges such business to be referred to as a “Competitive Business”). x. Xxxxxx 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 of this Section 8 and for a period of [***********] thereafter), Xxxxxx shall not: (i) for his benefit, or on behalf of any other person or entity, directly or indirectly, as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Companyprincipal, its businessagent, its customers and the industry stockholder, employee, consultant, representative or in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Companyany other capacity, own, manage, operate, operate or control, serve as an officer, director, employee, partner or consultant of or be concerned, connected or employed by, or otherwise associate in any way with manner with, engage in or have any a financial interest in any corporationCompetitive Business anywhere in the continental United States of America (the “Restricted Territory”), partnershipexcept that nothing contained herein shall preclude Xxxxxx from purchasing or owning securities of any such business if such securities are publicly traded, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state and provided that his holdings do not exceed one percent (1%) of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares issued and outstanding securities of any publicly-owned corporationclass of securities of such business; or (ii) either individually or on behalf of or through any third party, provided that none 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. Xxxxxx further recognizes and acknowledges that: (i) the restrictions in this Section 8 are reasonable in relation to the skills which represent his other relationships with such corporation violates such covenant. Notwithstanding principal salable asset both to Amedica and to any prospective employers, and (ii) the foregoing, geographical scope of the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement 8 is terminated (i) by the Companyreasonable, unless the Employee is terminated legitimate and fair to Xxxxxx in accordance with Section 7 or for Cause light of Amedica’s need to market its services and sell its products worldwide in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election order to have a sufficient customer base to make Amedica’s business profitable and in light of the Employee limited restrictions on the type of employment prohibited herein compared to the types of employment for which Xxxxxx is qualified to earn his livelihood. d. Notwithstanding anything herein to the contrary, nothing in this Section 8 shall apply with regard to any services performed by Xxxxxx prior to the Triggering Date Term hereof (and which services do not involve any activities by Xxxxxx within the Field of Interest continuing from and after the occurrence date of an Event this Agreement) with regard to any devices, ideas, discoveries, creations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, processes, and materials of Default which has not been waived any kind (the “Prior Work”). Accordingly, nothing herein shall prohibit Xxxxxx’x receipt of any compensation of any kind (e.g., royalties) in writing or on or after the Triggering Date consideration for Good Reasonsuch Prior Work. (c) e. The Company acknowledgments and the Employee hereby agree that agreements set forth in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then 8 shall survive the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any termination of Xxxxxx’x performance of the terms and provisions of this Section 6 or Section 27 and that Development Services for any reason, for the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27time period set forth herein.

Covenant Not to Compete. (a) The Employee expressly acknowledges that (i) as a result of his position and tenure with the Company he has received is and will continue to receive specialized be engaged in the manufacture of adhesives, sealants and unique training and knowledge concerning coatings (the "Businesses of the Company, its business, its customers Subsidiaries and the industry in which it competes, their Affiliates"); (ii) the Company's business, in large part, depends upon its exclusive possession Employee is one of a limited number of persons who has extensive knowledge and use expertise relevant to the Businesses of the Proprietary Information (as defined in Section 27)Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company is entitled hereunder will afford him full and complete access to protection against and cause him to become highly knowledgeable about the unauthorized disclosure or use by Employee of the Proprietary Information or the training Company's, its Subsidiaries' and knowledge received by the Employee and their Affiliates' Confidential Information; (iv) he has received in this Agreement good the agreements and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 4.5 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are essential to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement business and for eighteen (18) months thereafter, the Employee shall not, without the written consent goodwill of the Company, ownits Subsidiaries and their Affiliates because, if the Employee enters into any activities competitive with the Businesses of the Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Company or its Subsidiaries and Affiliates; and (v) his covenants to the Company, its Subsidiaries and their Affiliates set forth in this Section 4.5 are being made in partial consideration of the Company's grant of the Option to him. Accordingly, the Employee hereby agrees that while he is employed by the Company hereunder and for the one (1) year period thereafter (the "NON-COMPETITION PERIOD"), he shall not directly or indirectly own any interest in, invest in, lend to, borrow from, manage, operate, control, serve as an officerparticipate in, directorconsult with, employeebecome employed by, partner or consultant of or be connected in any way with or have any interest in any corporationrender services to, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country other manner whatsoever engage in, any business which is competitive with any business actively being engaged in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 its Subsidiaries and their Affiliates or for Cause in accordance with Subsection 9.1(aactively (and demonstrably) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered being considered by the noncompetition covenantsCompany, the terms its Subsidiaries and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity their Affiliates for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.entry

Covenant Not to Compete. x. Xxxxx recognizes and acknowledges the competitive and proprietary nature of Amedica’s Field of Interest. Boden acknowledges and agrees that a business will be deemed competitive with Amedica if it develops, manufactures or sells any products within the Field of Interest and Boden has participated in the creation, research and/or testing of those such products (a) The Employee acknowledges such business to be referred to as a “Competitive Business”). x. Xxxxx 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 of this Section 8 and for a period of [**********] thereafter), Boden shall not: (i) for his benefit, or on behalf of any other person or entity, directly or indirectly, as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Companyprincipal, its businessagent, its customers and the industry stockholder, employee, consultant, representative or in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee. (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Companyany other capacity, own, manage, operate, operate or control, serve as an officer, director, employee, partner or consultant of or be concerned, connected or employed by, or otherwise associate in any way with manner with, engage in or have any a financial interest in any corporationCompetitive Business anywhere in the continental United States of America (the “Restricted Territory”), partnershipexcept that nothing contained herein shall preclude Boden from purchasing or owning securities of any such business if such securities are publicly traded, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state and provided that his holdings do not exceed one percent (1%) of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares issued and outstanding securities of any publicly-owned corporationclass of securities of such business; or (ii) either individually or on behalf of or through any third party, provided that none 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. Xxxxx further recognizes and acknowledges that: (i) the restrictions in this Section 8 are reasonable in relation to the skills which represent his other relationships with such corporation violates such covenant. Notwithstanding principal salable asset both to Amedica and to any prospective employers, and (ii) the foregoing, geographical scope of the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement 8 is terminated (i) by the Companyreasonable, unless the Employee is terminated legitimate and fair to Boden in accordance with Section 7 or for Cause light of Amedica’s need to market its services and sell its products worldwide in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election order to have a sufficient customer base to make Amedica’s business profitable and in light of the Employee limited restrictions on the type of employment prohibited herein compared to the types of employment for which Boden is qualified to earn his livelihood. d. Notwithstanding anything herein to the contrary, nothing in this Section 8 shall apply with regard to any services performed by Boden prior to the Triggering Date Term hereof (and which services do not involve any activities by Boden within the Field of Interest continuing from and after the occurrence date of an Event this Agreement) with regard to any devices, ideas, discoveries, creations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, processes, and materials of Default which has not been waived any kind (the “Prior Work”). Accordingly, nothing herein shall prohibit Boden’s receipt of any compensation of any kind (e.g., royalties) in writing or on or after the Triggering Date consideration for Good Reasonsuch Prior Work. (c) e. The Company acknowledgments and the Employee hereby agree that agreements set forth in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then 8 shall survive the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any termination of Boden’s performance of the terms and provisions of this Section 6 or Section 27 and that Development Services for any reason, for the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27time period set forth herein.

Covenant Not to Compete. (a) The Employee acknowledges recognizes that the Employer is engaged in the development and sale of III-IV compounds used in semiconductors and related products in Massachusetts and throughout the United States and the world and in the development of liquid crystal electronic imaging devices and display products based thereon (collectively, the “Principal Business”). In the event of the termination of the Employee’s employment hereunder, voluntarily or involuntarily, and so long as the Employer is not in material breach of its obligations to the Employee hereunder, the Employee agrees that, for a period of twelve (12) months from the date of such termination, he will neither (i) as a result engage in the Principal Business directly for himself, or in conjunction with or on behalf of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Companyany commercial entity, its business, its customers and the industry in which it competes, or (ii) work as an employee in the Company's businessPrincipal Business for any commercial entity, in large part, depends upon its exclusive possession and use of the Proprietary Information where either (as defined in Section 27), (iiiA) the Company is entitled Employee’s duties in the course of any such activities would be substantially similar to protection against those he has performed for the unauthorized Employer hereunder or (B) the Employee’s duties in the course of such activities would involve disclosure or use by Employee of any confidential or proprietary information relating to the business of the Proprietary Information or the training and knowledge received Employer which he may in any way acquire by reason of his employment by the Employee Employer. The Employee’s obligation under this Section 8 shall extend to all geographical areas of the United States and (iv) he the world in which the Employer, as set forth above, carries on business, either directly or indirectly, including, but not limited to, places where the Employer has received a place of business, has employees or representatives, or has advertised or sold any products during the time period specified in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employeesection. (b) Except as provided in the last sentence The Employee further agrees that for a period of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen twelve (1812) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of from the date of termination of his employment, he will not on behalf of himself or any commercial competitor of the Employer, compete for, or engage in the solicitation of, with respect to the Employer’s products or services, any commercial customer of the Employer, that he has, during the one year immediately preceding such termination, solicited or serviced on behalf of the Employer or that has been so solicited or serviced, during such period, by any person under the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reason’s supervision. (c) The Company and Employee further agrees that for a period of twelve (12) months after the Employee hereby agree that in date of termination of his employment, he will not, on behalf of himself or any other commercial competitor of the event that Employer, solicit or attempt to solicit for employment, recruit or hire any employee or independent contractors of the noncompetition covenants contained herein should be held Employer (or any person who was an employee or independent contractor of the Employer during the six (6) month period prior to such activity by the Employee), or induce, attempt to induce or encourage any court such person to terminate his or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply her association with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally writtenEmployer. (d) Employee recognizes and acknowledges that In the Company would suffer irreparable harm and substantial loss if Employee violated event of any violation of the terms and foregoing provisions of this Section 6 8, the Employer shall be entitled, in addition to any other rights or Section 27 remedies it may have, to injunctive relief, it being agreed that the damages which the Employer would sustain upon any such violation are difficult or impossible to ascertain in advance and that the actual damages which might be sustained by Employee’s violations may cause irreparable harm to the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27Employer.

Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Companycompany's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee.to (b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities call automation and/or voice automation industry or industries in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions provision of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or for Cause in accordance with Subsection 9.1(a) or 9.2(a9(a), or (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or on or after the Triggering Date for Good Reasonwriting. (c) The Company and the Employee hereby agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, geographical area or scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition noncompetiton covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as the result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, at the election of the Company and in addition to, and not in lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, that the Company shall be entitled to an injunction restraining Employee from breaching any of the terms or provisions of this Section 6 or Section 27.