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

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other in any business, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement; provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year two years following the date on which ExecutiveEmployee’s employment is terminated, he Employee will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity Person which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of ExecutiveEmployee’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity Person other than the Company the business of any person or entity Person which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person Person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, provided, however, that nothing in this Section 7 shall be construed to prohibit the Employee from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive During the period from the date of this Agreement until two years following the date on which Employee’s employment is terminated, Employee will not, directly or indirectly become an officer, director, more than 5% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the Territory (as hereinafter defined) in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) as such business shall exist on the day of this Agreement and during Employee's Term. The territory of this Agreement shall be throughout the United States (the "Territory") (c) Employee will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other Person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Employee. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (d) The Employee acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (e) Nothing in this Section 7 shall be construed to prohibit Employee from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s 's employment or consulting relationship is terminated, he Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section Paragraph 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s 's employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Paragraph 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Paragraph 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) The Executive acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections Paragraphs 6 and 7 of this Agreement are a condition of his employment and his consulting relationship are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (c) The Company acknowledges that the payment of Cash Compensation to Executive is a necessary prerequisite to Executive being bound by the Restrictive Covenants. If the Company fails to pay to Executive his Cash Compensation, or any part hereof, within ten business days after receipt of written notice of such failure, Executive shall be relieved of his obligations to comply with the Restrictive Covenants.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following after the date on which Executive’s employment Executive is terminatedno longer receiving payments from the Company hereunder or under the Company's Executive Retirement Plan, he the Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 Paragraph 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s 's employment hereunder or during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within during the one (1) year period prior to the termination of his employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreementhis employment, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Paragraph 8, the Company ceases to be engaged in such activity, provided, however, that nothing in this Paragraph 8 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) The Executive acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 Paragraphs 7, 8 and 7 9 of this Agreement are as a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (c) The Company acknowledges that the payment of his severance hereunder and/or any other compensation or benefit due to the Executive is a necessary prerequisite to the Executive being bound by the Restrictive Covenants. If the Company fails to pay to the Executive his severance hereunder, and/or any other compensation or benefit due to the Executive, or any part thereof, within ten business days after receipt of written notice of such failure, the Executive shall be relieved of his obligations to comply with the Restrictive Covenants.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to 8 include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his Executive’s employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his Executive’s employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 7 and 7 8 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity Person which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity Person other than the Company the business of any person or entity Person which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person Person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other Person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one two (12) year years following the date on which Executive’s employment is terminated, he will not, directly or indirectly: (i) Be employed by or otherwise serve (including but not limited to as a director of the board, a founder or co-founder) in any other entities in the industry or business of electric vehicles; (ii) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment); (iiiii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or (iiiiv) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one two (12) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other in any business, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement; provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit Executive from giving factual information required to be given pursuant to legal process. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (12) year years following the date on which Executive’s employment is terminated, he she will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his her employment); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his her employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 7 and 7 8 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (aEmployee hereby agrees, covenants and warrants, subject to the next succeeding sentences of this paragraph, that during the Original Term and any renewal term(s) During the period from the date of this Agreement until one and (1x) for the two-year period following the date on which Executive’s end of such Original Term or renewal term in the event of the expiration of such Original Term or renewal term or Employee's termination of employment is terminatedunder Paragraph 6.B or 6.C or (y) for the one-year period following the termination of Employee's employment in the event of termination of employment under Paragraph 6.A or 6.D, he Employee will not, within the State of Texas, directly or indirectly: (i) Persuade compete with the Company in any business in which the Company is actively engaged at the termination of Employee's employment; (ii) solicit, contract, contact or attempt consult with any of the Company's then existing or actively prospective customers or clients for the purpose of providing, either directly or indirectly, goods or services in competition with the Company; (iii) take any action which would tend to persuade divert from the Company any person or entity Entity which is or was a customer, client or supplier customer of the Company at the time of Employee's termination or any Entity with respect to cease doing business which the Company was actively seeking to establish a client relationship at the time of Employee's termination; or (iv) solicit for employment or employ as an employee, independent contractor or consultant any person who is a party to an employment, independent contractor or consulting agreement with the Company or was an employee, independent contractor or consultant of the Company on the date of Employee's termination to perform or provide (or aid in the providing or performing) on behalf of any Entity any service which is the same as or similar to any service performed or provided by such person in the scope of such person's employment, independent contractor or consulting arrangements with the Company, or . As sole consideration for Employee's agreement not to reduce compete for the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding period specified above following the termination of his employment); (ii) solicit , the Company shall pay, and hereby agrees to pay, Employee $1,000 per month in advance for himself each month in such period. Notwithstanding the preceding sentences, Employee may elect by written notice to the Company after termination of this Agreement by the Company other than for good cause and prior to any breach of Paragraph 7, Paragraph 8 or any other person or entity provisions hereof by Employee, xx xxxxx xx xx xxxxxxt to this Paragraph 8. Upon the giving of such notice, Employee shall cease to be subject to the provisions of this Paragraph 8 (but shall continue to be subject to the provisions of Paragraph 7) and the Company shall cease to have any further obligations to make any further payments to Employee, other than to pay any benefits accrued but not paid for periods ending on the Company date of Employee's death. Employee agrees that the provisions contained in this Paragraph 8 are of vital importance to the Company, and that if any question shall ever arise as to whether any act of Employee is prohibited by this Paragraph 8, then, in all instances in which it is reasonable to interpret any provision of this Paragraph 8 to prohibit such act, such interpretation shall be controlling, notwithstanding that it may also be reasonable to interpret such provision not to prohibit such act. Employee further agrees that such limitations as to the period of time, geographic area and types and scopes of restriction on his activities specified herein are reasonable and necessary for the protection of the goodwill and other business interests of the Company. However, should either the time period or the geographic area provided herein be deemed invalid or unenforceable in any person or entity which is respect by a customer or client court of competent jurisdiction, then Employee recognizes and agrees that, upon request of the Company, a modification shall be made to such time period or was a customer or client of geographic area to protect the Company within one (1) year prior with respect to the termination of his employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination purpose of this Agreement, covenant not to leave the Company’s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 compete. Employee recognizes and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines agrees that any of the Restrictive Covenants, or any part violation of any of the Restrictive Covenantsprovisions contained in this Paragraph 8 will cause such damage or injury to the Company as would be irreparable and continuing and that the exact amount of such damage might be difficult or impossible to ascertain and that, is invalid or unenforceablefor such reason, among others, the remainder Company shall be entitled to seek an injunction from any court of competent jurisdiction restraining any further violation of this covenant not to compete in addition to recovering such damages as the Company may have any sustained as a result thereof. Such right to damages or an injunction shall be in addition to, and not in limitation of, any other rights and remedies the Company may have under Section 15.50 et seq. of the Restrictive Covenants Texas Business and parts thereof Commerce Code for breach of this covenant or other provisions of this Agreement. The existence of any claim or cause of action of Employee against the Company, whether predicted on this Agreement or otherwise, shall not thereby be affected and shall remain in full force and effect, without regard constitute a defense to the invalid portion. If any court determines that any enforcement by the Company of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceablethis covenant.

Covenant Not To Solicit or Compete. (a) 7.1. During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminatedexpiration or termination of this Agreement, he will notneither Manager nor its members will, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment Manager's engagement hereunder or during the twelve (12) months preceding the termination of his employment)this Agreement or Manager's engagement hereunder; (ii) solicit for himself or itself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of this Agreement or his employmentengagement hereunder; orprovided, that this clause (ii) shall not apply to business which does not directly or indirectly compete with the Company; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, Manager, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that Manager is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit Manager from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) Executive 7.2. Manager acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 and 7 of this Agreement are a condition of his employment and engagement are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year two years following the date on which ExecutiveEmployee’s employment is terminated, he Employee will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of ExecutiveEmployee’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employmentemployment or consulting relationship; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, provided, however, that nothing in this Section 8 shall be construed to prohibit the Employee from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive acknowledges During the period from the date of this Agreement until two years following the date on which Employee’s employment is terminated, Employee will not, directly or indirectly become an officer, director, more than 5% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the Territory (as hereinafter defined) in the same or any similar business competitive with that of the restrictive covenants Company (including the Company’s present and future subsidiaries and affiliates) as such business shall exist on the day of this Agreement and during Employee’s Term. “Same or similar business” means a business selling or distributing an application in the same category as that sold or distributed by the Company or its subsidiaries. The territory of this Agreement shall be throughout the United States (the “Restrictive CovenantsTerritory”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.)

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other in any business, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement; provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning a passive, non-management interest of not more than the Companytwo (2%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During Executive hereby covenants and agrees that, the Executive will not, except in the course of his employment hereunder, during the Term and for a period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminatedend of the Term, he will notwithout the prior written consent of the Company, directly or indirectly: (i) Persuade , on his own behalf or attempt in the service or on behalf of others, whether or not for compensation, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend the Executive's name or any similar name to, lend Executive's credit to persuade or render services or advice to, any person business whose products, services or entity which is activities complete in whole or was a customerin part with the products, client services or supplier activities of the Company to cease doing business with anywhere within North America. (b) Executive hereby covenants and agrees that, the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiationsExecutive will not, during the term Term and for a period of Executive’s employment hereunder or during one year following the twelve (12) months preceding end of the termination of his employment); (ii) solicit for himself or any other person or entity other than Term, without the Company the business of any person or entity which is a customer or client prior written consent of the Company, directly or was a customer indirectly, on his own behalf or client in the service or on behalf of the Company within one (1) year prior to the termination of his employment; or (iii) persuade or attempt to persuade any employee of the Companyothers, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any individual person who is or was an employee of the Company at any time during the one (1) year period prior Term or in any manner induce or attempt to induce any employee of the lawful and proper termination of this Agreement, Company to leave terminate his employment with the Company’s employ; or (ii) interfere with the Company's relationship with any person, including any person who at any time during the Term was an employee, contractor, supplier, or to become employed by any person or entity other than customer of the Company. (bc) Executive acknowledges that hereby covenants and agrees that, the restrictive covenants (Executive will not, during the “Restrictive Covenants”) contained in Sections 6 Term and 7 for a period of this Agreement are a condition six months following the end of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that the Term, disparage the Company or any of the Restrictive Covenantsits shareholders, directors, officers, employees, or agents. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any part of any of the Restrictive Covenants, public company that is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain engaged in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceableactivities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit Executive from (x) owning an interest of not more than five (5%) percent of any public company engaged in such activities or (y) serving as a financial or accounting officer or employee of a company engaged in such activities as long as Executive does not take any action expressly prohibited by Section 7(a)(i), (ii) or (iii) of this Agreement. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employment);; or (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employmentemployment or consulting relationship; provided, that this Section 7(a)(ii) shall not apply to businesses which are not engaged in any business in which the Company was engaged or planned to be engaged during the Term; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than in any business, which directly competes with the Companybusiness of the Company as it is engaged in at the time of the termination of this Agreement. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide or pursuant to legal process. (c) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court or arbitrator determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court or arbitrator determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court or arbitrator shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year two years following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee Executive of the Company, or any individual who was an employee Executive of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, provided, however, that nothing in this Section 8 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) During the period from the date of this Agreement until two years following the date on which Executive’s employment is terminated, Executive will not, directly or indirectly become an officer, director, more than 5% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the Territory (as hereinafter defined) in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) as such business shall exist on the day of this Agreement and during Executive's Term. The territory of this Agreement shall be throughout the United States (the "Territory") (c) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 8(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 8(b) shall not be construed to prohibit either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (d) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 7 and 7 8 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (e) Nothing in this Section 8 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 8.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit Executive from (x) owning an interest of not more than five (5%) percent of any public company engaged in such activities or (y) serving as a financial or accounting officer or employee of a company engaged in such activities as long as Executive does not take any action expressly prohibited by Section 7(a)(i), (ii) or (iii) of this Agreement. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (c) The Company acknowledges that the payment of Salary, Bonuses and other benefits provided in Section 3 of this Agreement is a necessary prerequisite to Executive being bound by the Restrictive Covenants. If the Company fails to pay to Executive such compensation or benefits within ten business days after receipt of written notice of such failure, Executive shall be relieved of his obligations to comply with the Restrictive Covenants. In the event of the termination of Executive’s employment other than (i) by the Company as provided in Sections 5(a), (b) or (c) of this Agreement or (ii) by Executive for Good Reason, the Restrictive Covenants shall terminate on the date of termination of Executive’s employment.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmenther employment or consulting relationship, as the case may be); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; orher employment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other in any business, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement; provided, however, that nothing in this Section 8 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 7(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 8(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 7 and 7 8 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 8 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 8.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he she will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his her employment); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his her employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During The Restricted Party acknowledges and agrees that he has (i) intimate knowledge of the period from Business, including but not limited to, knowledge of the date Confidential Information, and (ii) knowledge of and relationships with the customers, vendors, suppliers and referral sources of the Business, and that such knowledge and relationships are such that if the Restricted Party were to compete with the Purchaser within the territories defined below at any time during the Restricted Period (as defined below), the value of the Transaction to the Purchaser, and the benefits that the Purchaser bargained for under the Purchase Agreement, would be severely and irreparably damaged. Further, the Restricted Party acknowledges and agrees that this Agreement, and the covenants not to solicit or compete contained herein, are a fundamental element of the Transaction, and that the Transaction would not have been consummated in the absence of this Agreement until one (1) year following Agreement. Accordingly, the date on which Executive’s employment is terminatedRestricted Party agrees that during the Restricted Period, he will the Restricted Party shall not, and the Restricted Party shall ensure that his affiliates shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any Person, other than for the direct benefit of the Purchaser or its affiliates: (i) Persuade (A) engage in the Restricted Business (as defined below) within the Restricted Territory or attempt to persuade (B) otherwise obtain any person interest in, advise, lend money to, guarantee the debts or entity which obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management or control of, any Person that is or was a customerengaged in the Restricted Business within the Restricted Territory, client or supplier except that the Restricted Party may own not more than three percent (3%) of the Company to cease doing business with capital stock of any Person whose stock is traded on NASDAQ or the CompanyNew York Stock Exchange, or to reduce even if such Person is in the amount of business it does with the Company (the terms “customer” and “client” as used Restricted Business, provided that such investment is completely passive in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment)nature; (ii) solicit or contact any Restricted Customer, for himself the purpose of providing products or any other person services within the Restricted Territory that are the same as, or entity other than similar to, those provided by the Company Group or the Purchaser; (iii) solicit, induce or encourage any Restricted Customer to terminate or modify any business of relationship with the Company Group or the Purchaser; (iv) solicit, induce or encourage any Key Affinity Partner to terminate or modify any business relationship with the Company Group or the Purchaser; (v) solicit or persuade, or attempt to solicit or persuade, any person or entity which who is a customer or client of in the Company, or was a customer or client employ of the Company within one (1) year prior Group or the Purchaser at the time of such contact to terminate or modify his or her employment relationship, whether or not pursuant to a written agreement, with any member of the termination of his employmentCompany Group or the Purchaser; or (iiivi) persuade solicit or persuade, or attempt to persuade solicit or persuade, any employee person who performs services as an independent contractor, broker of or consultant to the CompanyCompany Group or the Purchaser, or any other individual who was an employee provides incidental services to the Company Group or the Purchaser, at the time of such contact to terminate or modify his or her relationship, whether or not pursuant to a written agreement, with any member of the Company during Group or the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the CompanyPurchaser. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one two (12) year years following the date on which Executive’s employment is terminated, he will not, directly or indirectly: (i) Be employed by or otherwise serve (including but not limited to as a director of the board, a founder or co-founder) in any other entities in the industry or business of electric vehicles; (ii) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment); (iiiii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or (iiiiv) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one two (12) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s Company‘s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year two years following the date on which ExecutiveEmployee’s employment is terminated, he Employee will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of ExecutiveEmployee’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, provided, however, that nothing in this Section 8 shall be construed to prohibit the Employee from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive During the period from the date of this Agreement until two years following the date on which Employee’s employment is terminated, Employee will not, directly or indirectly become an officer, director, more than 5% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the Territory (as hereinafter defined) in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) as such business shall exist on the day of this Agreement and during Employee's Term. The territory of this Agreement shall be throughout the United States (the "Territory") (c) Employee will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 8(b) of this Agreement. The Company will not make any disparaging statements concerning Employee. This Section 8(b) shall not be construed to prohibit either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (d) The Employee acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 7 and 7 8 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (e) Nothing in this Section 8 shall be construed to prohibit Employee from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 8.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminatedexpiration or termination of this Agreement, he Consultant will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment Consultant's engagement hereunder or during the twelve (12) months preceding the termination of this Agreement or his employment);engagement hereunder: (ii) solicit Solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of this Agreement or his employment; orengagement hereunder; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement , unless, at the time of such termination or thereafter during the period that Consultant is bound by the provisions of this Section 8, the Company ceases to be engaged in such activity, provided however, that nothing in this Section 8 shall be construed to prohibit Consultant from owing an interest of not more than five (5%) percent of any public company engaged in such activities. (b) Executive Consultant acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 7 and 7 8 of this Agreement are a condition conditions of his employment and engagement are reasonable and valid in geographical and temporal scope and in all other respectsaspects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If IF any court determines that Amended consulting agreement dated as of May 9, 2006 between the Company and John Acunto any of the Restrictive xxx Xxxxxxctive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment or consulting relationship is terminated, he Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section Paragraph 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Paragraph 6, the Company ceases to be engaged in such activity, provided, however, that nothing in this Paragraph 6 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections Paragraphs 5 and 6 and 7 of this Agreement are a condition of his employment and his consulting relationship are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (c) The Company acknowledges that the payment of Cash Compensation to Executive is a necessary prerequisite to Executive being bound by the Restrictive Covenants. If the Company fails to pay to Executive his Cash Compensation, or any part hereof, within ten business days after receipt of written notice of such failure, Executive shall be relieved of his obligations to comply with the Restrictive Covenants.

Covenant Not To Solicit or Compete. (a) During In consideration of the period foregoing and the mutual promises, covenants, and agreements contained herein, from the date of this Agreement until one (1) year following Employee’s termination of employment with the date on which Executive’s employment is terminatedCompany for any reason, he Employee will not, either directly or indirectly, alone or as partner, officer, director, shareholder, agent, employee, affiliate, subsidiary, parent company, agent or assign of another firm or entity: a. interfere, or engage in competition with, the business of the Company (i) Persuade whether by way of interfering with the Company’s relationship with employees, customers, agents, representatives, manufacturers, distributors, or vendors); b. hire, employ, retain as an independent contractor, induce or attempt to persuade induce by soliciting or assisting anyone else in the solicitation of, any person of the Company’s employees, former employees within one year of such former employee’s leaving the employment of the Company, or entity which is or was a customer, client or supplier contractors of the Company to cease doing business leave their employment or terminate their contract with the Company, or to reduce the amount of business it does ; c. engage in competition with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer by soliciting or client to whom working with clients or customers of the Company submitted bids or proposals, or former clients of the Company with whom the Company conducted negotiations, business during the term of ExecutiveEmployee’s employment hereunder with respect to the same type of work performed by Employee for the Company; or d. engage in competition with the Company by owning, investing in, contracting with, managing or during otherwise operating or working with a business similar to that of the twelve Company’s business within the United States. Provided, however, that notwithstanding anything in this Agreement to the contrary, it shall be deemed not to be competition with the Company for purposes of this Agreement (12and therefore not a breach of Employee’s obligations under this Section 7) months preceding for Employee to invest for or manage the investments of any person, fund or other entity if the strategy used by Employee therefor is not the same as or similar to any investment strategy used by a fund of the Company as of the date Employee’s employment with the Company terminates (or, for funds commenced by the Company after the date of the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of Employee’s employment with the Company, not the same as or was a customer or client of similar to any strategy the Company within one (1) year prior was actively planning to the termination of his employment; or (iii) persuade or attempt use in a fund to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Companybe commenced after such date). (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminatedexpiration or termination of this Agreement, he Consultant will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment Consultant's engagement hereunder or during the twelve (12) months preceding the termination of this Agreement or his employment)engagement hereunder; (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of this Agreement or his employment; orengagement hereunder; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that Consultant is bound by the provisions of this Section 8, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 8 shall be construed to prohibit Consultant from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) Executive Consultant acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 7 and 7 8 of this Agreement are a condition of his employment and engagement are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity Person which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmenther employment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity Person other than the Company the business of any person or entity Person which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; orher employment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person Person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other Person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmenther employment or consulting relationship, as the case may be); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; orher employment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other in any business, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement; provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit Executive from giving factual information required to be given pursuant to legal process. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) 10.1.1 During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminatedexpiration or termination of this Agreement, he Cougar will not, not directly or indirectly: (i) 10.1.1.1 Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company GISV to cease doing business with the CompanyGISV, or to reduce the amount of business it does with the Company GISV (the terms “customer” and “client” as used in this Section 7 10 to include any potential customer or client to whom the Company GISV submitted bids or proposals, or with whom the Company GISV conducted negotiations, during the term of ExecutiveCougar’s employment engagement hereunder or during the twelve (12) months preceding the termination of his employment)this Agreement or the engagement hereunder; (ii) 10.1.1.2 solicit for himself or any other person or entity other than the Company GISV the business of any person or entity which is a customer or client of the CompanyGISV, or was a customer or client of the Company GISV within one (1) year prior to the termination of his employment; orthis Agreement or its engagement hereunder; (iii) 10.1.1.3 persuade or attempt to persuade any employee of the CompanyGISV, or any individual who was an employee of the Company GISV during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the CompanyGISV’s employ, or to become employed by any person or entity other than the Company.; or 10.1.1.4 engage in any business in the Territory or in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of GISV as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that Cougar is bound by the provisions of this Section 10, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 10 shall be construed to prohibit Cougar from owning an interest of not more than five (b5%) Executive percent of any public company engaged in such activities 10.1.2 Cougar acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 Section 10 of this Agreement are a condition of his employment and engagement are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his her employment); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his her employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: : (i) Persuade persuade or attempt to persuade any person or entity Person which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); ; (ii) solicit for himself or any other person or entity Person other than the Company the business of any person or entity Person which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employmentemployment or consulting relationship; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person Person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other Person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year two years following the date on which Executive’s 's employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s 's employment hereunder or during the twelve (12) months preceding the termination of his her employment); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his her employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company's employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description. The Company will not make any disparaging statements concerning Executive; provided, however, that this sentence shall not be construed to prohibit the Company from giving factual information concerning Executive in response to inquiries that the Company believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 and 7 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one two (12) year years following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his her employment); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his her employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employemployment, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public Company engaged in such activities. (b) Executive will not, during or after employment with the Company, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description. The Company will not make any disparaging statements concerning Executive; provided, however, that this sentence shall not be construed to prohibit the Company from giving factual information concerning Executive in response to inquiries that the Company believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment her employment, and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person in any business in the PRC whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Probation Term or the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the Term and for a period from the date of this Agreement until one (1) year six months following the date on which Executive’s employment termination of the Term (or three months only if such termination is terminatedby the Company), he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is a customer, client or supplier of the Company, or was a customer, client or supplier of the Company during the prior six (6) months, to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve prior six (126) months preceding the termination of his employmentmonths); (ii) solicit for himself or any other person or entity other than the Company the business in PRC or Hong Kong of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one during the prior six (16) year prior to the termination of his employment; ormonths; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one prior six (16) year period prior to the lawful and proper termination of this Agreementmonths, to leave the Company’s employ, or to become employed by any person in any business in the PRC or entity other than Hong Kong whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the Company.business of the Company as it is engaged in at the date of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity; or (b) The Executive will not, during the Term, directly or indirectly hold any equity interest in any business in the PRC or Hong Kong which directly competes with the business of the Company as it is engaged in at the date of this Agreement, unless, during the Term, the Company ceases to be engaged in such activity. (c) Executive will not, during the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(c) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (d) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (e) Nothing in this Section 7 shall be construed to prohibit Executive from (i) owning any interest or holding any position in Magic Bright or in any other business in which he already owns an interest or holds a position prior to the date of this Agreement or (ii) owning any passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s 's employment is terminated, he will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” -customer" and “"client” " as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s 's employment hereunder or during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s 's employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s 's employment hereunder or during the twelve two (122) months years preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ's employment, or to become employed by any person or entity other than the Company; or (iii) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public Company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company's employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description. The Company will not make any disparaging statements concerning Executive; provided, however, that this sentence shall not be construed to prohibit the Company from giving factual information concerning Executive in response to inquiries that the Company believes are bona fide. [GRAPHIC OMITTED] MANUEL MORERA (c) The Executive acknowledges that the restrictive xxxxxxxxxxx covenants (the “"Restrictive Covenants”") contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s 's employment is terminated, he she will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s 's employment hereunder or during the twelve (12) months preceding the termination of his her employment); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of of' the Company, or was a customer or client of the Company within one (1) year prior to the termination of his her employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who NA ho was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 and 7 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the oldie Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment Consultant's consulting relationship is terminated, he Consultant will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section Paragraph 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder Term or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; orconsulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Consultant is bound by the provisions of this Paragraph 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Paragraph 7 shall be construed to prohibit the Consultant from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (ba) Executive The Consultant acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections Paragraphs 6 and 7 of this Agreement are a condition of his employment consulting relationship and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (b) The Company acknowledges that the payment of Cash Compensation to Consultant is a necessary prerequisite to Consultant being bound by the Restrictive Covenants. If the Company fails to pay to Consultant his Cash Compensation, or any part hereof, within ten business days after receipt of written notice of such failure, Consultant shall be relieved of his obligations to comply with the Restrictive Covenants.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmenther employment or consulting relationship, as the case may be); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; orher employment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person in any business, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement; provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (iv) engage in or entity other than help others engage in the competitive business of the Company; sell like products or provide like services which can become competitor to the Company. (v) work for or hold a position in the Company’s affiliates. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit Executive from giving factual information required to be given pursuant to legal process. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade i. persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 5 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmenther employment or consulting relationship, as the case may be); (ii) . solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; orher employment or consulting relationship; (iii) . persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other in any business, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement; provided, however, that nothing in this Section 5 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit Executive from giving factual information required to be given pursuant to legal process. The Company will not make any disparaging statements concerning Executive. This Section 5(c) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 4 and 7 5 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 5 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 5.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminatedexpiration or termination of this Agreement, he Consultant will not, directly or indirectly: (i) i. Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment Consultant's engagement hereunder or during the twelve (12) months preceding the termination of this Agreement or his employment);engagement hereunder: (ii) solicit . Solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of this Agreement or his employment; orengagement hereunder; (iii) . persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or iv. engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement , unless, at the time of such termination or thereafter during the period that Consultant is bound by the provisions of this Section 8, the Company ceases to be engaged in such activity, provided however, that nothing in this Section 8 shall be construed to prohibit Consultant from owing an interest of not more than five (5%) percent of any public company engaged in such activities. (b) Executive Consultant acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 and 7 of this Agreement are a condition conditions of his employment and engagement are reasonable and valid in geographical and temporal scope and in all other respectsaspects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly:; (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to 8 include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his Executive’s employment); (ii) solicit Solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his Executive’s employment; or (iii) persuade Persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 7 and 7 8 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve two (122) months years preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employemployment, or to become employed by any person or entity other than the Company; or (iii) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public Company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description. The Company will not make any disparaging statements concerning Executive; provided, however, that this sentence shall not be construed to prohibit the Company from giving factual information concerning Executive in response to inquiries that the Company believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year two years following the date on which Executive’s 's employment or consulting relationship is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s 's employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmenther employment or consulting relationship, as the case may be); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; orher employment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company's employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description. The Company will not make any disparaging statements concerning Executive; provided, however, that this sentence shall not be construed to prohibit the Company from giving factual information concerning Executive in response to inquiries that the Company believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 and 7 of this Agreement are a condition of his her employment and her consulting relationship are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity Person which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity Person other than the Company the business of any person or entity Person which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person Person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other Person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he she will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his her employment); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his her employment; or (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one three (13) year years following the date on which Executive’s 's employment is terminatedterminates for any reason, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s 's employment hereunder or during the twelve eighteen (1218) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one eighteen (118) year months prior to the termination of his employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company's employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description. The Company will not make any disparaging statements concerning Executive; provided, however, that this sentence shall not be construed to prohibit the Company from giving factual information concerning Executive in response to inquiries that the Company believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement Effective Date until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “supplier” “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term twelve (12) months preceding the termination of Executive’s employment hereunder or his employment, and actual suppliers, customers and clients of the Company during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Employment Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description. Nothing herein will limit Executive from responding or advocating a position in a legal proceeding, or as a matter of law, or as compelled by subpoena or legal process. The Company will not make any disparaging statements concerning Executive; provided, however, that this sentence shall not be construed to prohibit the Company from giving factual information concerning Executive in response to inquiries that the Company believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are is reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he subject to Section 5(f) of this Agreement, Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the Republic of China and any other country in which the Company conducts business at the date of the termination of the Executive’s employment, whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities, and nothing in this Section 7(a)(iv) shall be construed to prohibit the Executive from engaging in any business activities in which he is presently engaged. (b) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court or arbitrator determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court or arbitrator determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court or arbitrator shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following after the date on which ExecutiveExecutive is no longer receiving payments from the Company hereunder or under the Company’s employment is terminatedExecutive Retirement Plan, he the Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 Paragraph 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within during the one (1) year period prior to the termination of his employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreementhis employment, to leave the Company’s employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Paragraph 8, the Company ceases to be engaged in such activity, provided, however, that nothing in this Paragraph 8 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 Paragraphs 7, 8 and 7 9 of this Agreement are as a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (c) The Company acknowledges that the payment of his severance hereunder and/or any other compensation or benefit due to the Executive is a necessary prerequisite to the Executive being bound by the Restrictive Covenants. If the Company fails to pay to the Executive his severance hereunder, and/or any other compensation or benefit due to the Executive, or any part thereof, within ten business days after receipt of written notice of such failure, the Executive shall be relieved of his obligations to comply with the Restrictive Covenants.

Covenant Not To Solicit or Compete. (a) During The Seller acknowledges and agrees that he has (i) intimate knowledge of the Business, including but not limited to, knowledge of the Confidential Information, and (ii) knowledge of and relationships with the customers, vendors, suppliers and referral sources of the Business, and that such knowledge and relationships are such that if the Seller were to compete with the Purchaser within the territories defined below at any time during the period from beginning as of the date Closing Date and ending as of the third (3rd) anniversary of the Closing Date (the “Restricted Period”), the value of the Transaction to the Purchaser, and the benefits that the Purchaser bargained for under the Purchase Agreement, would be severely and irreparably damaged. Further, the Seller acknowledges and agrees that this Agreement, and the covenants not to solicit or compete contained herein, are a fundamental element of the Transaction, and that the Transaction would not have been consummated in the absence of this Agreement until one (1) year following Agreement. Accordingly, the date on which Executive’s employment is terminatedSeller agrees that during the Restricted Period, he will the Seller shall not, and the Seller shall ensure that his affiliates shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any Person, other than for the direct benefit of the Purchaser or its affiliates: (i) Persuade (A) engage in the Business within the Restricted Territory (as defined below) or attempt to persuade (B) otherwise obtain any person interest in, advise, lend money to, guarantee the debts or entity which obligations of, or perform services in either a supervisory or managerial capacity or as an advisor, consultant or independent contractor for, or otherwise participate in the ownership, management or control of, any Person that is or was a customerengaged in the Business within the Restricted Territory, client or supplier except that the Seller may own not more than three percent (3%) of the Company to cease doing business with capital stock of any Person whose stock is traded on NASDAQ or the CompanyNew York Stock Exchange, or to reduce even if such Person is in the amount of business it does with the Company (the terms “customer” and “client” as used Business, provided that such investment is completely passive in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment)nature; (ii) solicit or contact any Restricted Customer (as defined below), for himself the purpose of providing products or any other person services within the Restricted Territory that are the same as, or entity other than similar to, those provided by the Company Group or the Purchaser; (iii) solicit, induce or encourage any Restricted Customer to terminate or modify any business of relationship with the Company Group or the Purchaser; (iv) solicit or persuade, or attempt to solicit or persuade, any person or entity which who is a customer or client of in the Company, or was a customer or client employ of the Company within one (1) year prior Group or the Purchaser at the time of such contact to terminate or modify his or her employment relationship, whether or not pursuant to a written agreement, with any member of the termination of his employmentCompany Group or the Purchaser; or (iiiv) persuade solicit or persuade, or attempt to persuade solicit or persuade, any employee person who performs services as an independent contractor or broker of or consultant to the CompanyCompany Group or the Purchaser, or any other individual who was an employee provides incidental services to the Company Group or the Purchaser, at the time of such contact to terminate or modify his or her relationship, whether or not pursuant to a written agreement, with any member of the Company during Group or the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the CompanyPurchaser. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) 7.1. During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminatedexpiration or termination of this Agreement, he will notneither Manager nor its members will, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of ExecutiveManager’s employment engagement hereunder or during the twelve (12) months preceding the termination of his employment)this Agreement or Manager’s engagement hereunder; (ii) solicit for himself or itself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of this Agreement or his employmentengagement hereunder; orprovided, that this clause (ii) shall not apply to business which does not directly or indirectly compete with the Company; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, Manager, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that Manager is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit Manager from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) Executive 7.2. Manager acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and engagement are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he subject to Section 5(f) of this Agreement, Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his her employment); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his her employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the Republic of China and any other country in which the Company conducts business at the date of the termination of the Executive’s employment, whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court or arbitrator determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court or arbitrator determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court or arbitrator shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year two years following the date on which ExecutiveEmployee’s employment is terminated, he Employee will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of ExecutiveEmployee’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmenther employment or consulting relationship, as the case may be); (ii) solicit for himself herself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; orher employment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, provided, however, that nothing in this Section 8 shall be construed to prohibit the Employee from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive During the period from the date of this Agreement until Employee’s employment is terminated, Employee will not, directly or indirectly become an officer, director, more than 5% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the Territory (as hereinafter defined) in the same or any similar business competitive with that of the Company (including the Company’s present and future subsidiaries and affiliates) as such business shall exist on the day of this Agreement and during Employee’s Term. The territory of this Agreement shall be throughout the United States (the “Territory”) (c) Employee will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 7(b) of this Agreement. The Company will not make any disparaging statements concerning Employee. This Section 8(c) shall not be construed to prohibit either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (d) The Employee acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 7 and 7 8 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (e) Nothing in this Section 8 shall be construed to prohibit Employee from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 8.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment or consulting relationship is terminated, he Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and his consulting relationship are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s 's employment is terminated, he Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “"customer” " and “"client” " as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s 's employment hereunder or during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s 's employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit Executive from (x) owning an interest of not more than five (5%) percent of any public company engaged in such activities or (y) serving as a financial or accounting officer or employee of a company engaged in such activities as long as Executive does not take any action expressly prohibited by Section 7(a)(i), (ii) or (iii) of this Agreement. (b) Executive acknowledges that the restrictive covenants (the “"Restrictive Covenants”") contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (c) The Company acknowledges that the payment of Salary, Bonuses and other benefits provided in Section 3 of this Agreement is a necessary prerequisite to Executive being bound by the Restrictive Covenants. If the Company fails to pay to Executive such compensation or benefits within ten business days after receipt of written notice of such failure, Executive shall be relieved of his obligations to comply with the Restrictive Covenants. In the event of the termination of Executive's employment other than (i) by the Company as provided in Sections 5(a), (b) or (c) of this Agreement or (ii) by Executive for Good Reason, the Restrictive Covenants shall terminate on the date of termination of Executive's employment.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he subject to Section 6(f) of this Agreement, Executive will not, directly or indirectly: (i) Persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 8 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; or; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company; or (iv) engage in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 8, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 8 shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company engaged in such activities. (b) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 7 and 7 8 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court or arbitrator determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court or arbitrator determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court or arbitrator shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

Covenant Not To Solicit or Compete. (a) During In consideration of the Executive's employment and continued employment with the Company, and in consideration of the payment of the Purchase Price and the assumption of the Assumed Liabilities by the Company pursuant to the Asset Purchase Agreement, the Executive agrees that for a period from the date of this Agreement until one (1) year following subsequent to the date on which termination of the Executive’s 's employment is terminatedwith the Company for any reason (specifically including termination by the Executive of his employment with the Company for Good Reason and specifically including termination upon delivery by the Company of a Non-Extension Notice) other than death or termination by the Company without Just Cause, he the Executive will not, directly or indirectly, either on the Executive's own behalf or on behalf of any other person, firm or corporation: (ia) Persuade solicit the employment of or employ or attempt to persuade employ or assist anyone else to employ any person who is then or entity which is or at any time during the preceding twelve-month period was a customer, client or supplier in the employ of the Company to cease doing business with the Company, RLL&M or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment hereunder or during the twelve (12) months preceding the termination of his employment);SMG; or (iib) solicit for himself or any other person or entity other than the Company the business of any person or entity account which is a customer or client of the Company, RLL&M or SMG at the time of such termination, or which was a customer or client of the Company Company, RLL&M or SMG at any time within one (1) year prior to the termination date of his employmentsuch termination; or (iiic) persuade perform any services relating to advertising, public relations, marketing or attempt to persuade research for any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person or entity other than the Company. account described in subparagraph (b) Executive acknowledges hereof, either on the Executive's own behalf or on behalf of any other public relations firm, advertising agency or similar organization representing any such accounts. It is the desire and intent of the parties that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 provisions of this Agreement are a condition Paragraph 7 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular subparagraph or portion of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any this paragraph 7 or application of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is this paragraph 7 shall be adjudicated to be invalid or unenforceable, this paragraph 7 shall be deemed amended to delete therefrom the remainder of the Restrictive Covenants and parts thereof shall not thereby portion or application thus adjudicated to be affected and shall remain in full force and effectinvalid or unenforceable, without regard such deletion to apply only with respect to the invalid portion. If any court determines that any operation of this Paragraph in the Restrictive Covenants, or any part thereof, particular jurisdiction in which such adjudication is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceablemade.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person in any business in the PRC or entity other HK whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Probation Term or the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year following the date on which Executive’s employment is terminated, he Executive will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity Person which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmentemployment or consulting relationship, as the case may be); (ii) solicit for himself or any other person or entity Person other than the Company the business of any person or entity Person which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; oremployment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person Person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, unless, at the time of such termination or thereafter during the period that the Executive is bound by the provisions of this Section 7, the Company ceases to be engaged in such activity, provided, however, that nothing in this Section 7 shall be construed to prohibit the Executive from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other Person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Executive. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (c) The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (d) Nothing in this Section 7 shall be construed to prohibit Executive from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7 or from owning an equity interest in Global Defense Corp.

Covenant Not To Solicit or Compete. (a) During the period from the date of this Agreement until one (1) year two years following the date on which ExecutiveEmployee’s employment is terminated, he Employee will not, directly or indirectly: (i) Persuade persuade or attempt to persuade any person or entity Person which is or was a customer, client or supplier of the Company to cease doing business with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client” as used in this Section 7 to include any potential customer or client to whom the Company submitted bids or proposals, or with whom the Company conducted negotiations, during the term of ExecutiveEmployee’s employment or consulting relationship hereunder or during the twelve (12) months preceding the termination of his employmenther employment or consulting relationship, as the case may be); (ii) solicit for himself herself or any other person or entity Person other than the Company the business of any person or entity Person which is a customer or client of the Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment; orher employment or consulting relationship; (iii) persuade or attempt to persuade any employee of the Company, or any individual who was an employee of the Company during the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or to become employed by any person Person in any business in the United States whether as an officer, director, consultant, partner, guarantor, principal, agent, employee, advisor or entity other in any manner, which directly competes with the business of the Company as it is engaged in at the time of the termination of this Agreement, provided, however, that nothing in this Section 7 shall be construed to prohibit the Employee from owning an interest of not more than the Companyfive (5%) percent of any public company engaged in such activities. (b) Executive During the period from the date of this Agreement until two years following the date on which Employee’s employment is terminated, Employee will not, directly or indirectly become an officer, director, more than 5% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the Territory (as hereinafter defined) in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) as such business shall exist on the day of this Agreement and during Employee's Term. The territory of this Agreement shall be throughout the United States (the "Territory") (c) Employee will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers, directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one hand, and any of the Company’s employees, suppliers, customers, clients or any other Person with which the Company has or may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 6(b) of this Agreement. The Company will not make any disparaging statements concerning Employee. This Section 7(b) shall not be construed to prohibit the either party from giving factual information concerning the other party in response to inquiries that such party believes are bona fide. (d) The Employee acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 6 and 7 of this Agreement are a condition of his her employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. (e) Nothing in this Section 7 shall be construed to prohibit Employee from owning a passive, non-management interest of less than 5% in any public company that is engaged in activities prohibited by this Section 7.