Common use of Enforcement; Remedies Clause in Contracts

Enforcement; Remedies. Participant acknowledges that Participant’s expertise in the business of the Company is of a special and unique character which gives this expertise a particular value, and that a breach of Sections 4 or 5 by Participant will cause serious and potentially irreparable harm to the Company. Participant therefore acknowledges that a breach of Sections 4 or 5 by Participant cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Participant acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement. Participant acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in the event of a breach of this Agreement by Participant. For purposes of Sections 4 and 5, “Company” shall specifically include the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If Participant fails to comply with a restriction in this Agreement that applies for a limited period of time after employment, the time period for that restriction will be extended by the greater of either: one day for each day Participant is found to have violated the restriction, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time shall be capped so that the extension of time does not exceed two years from the date their employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works in Massachusetts, the Fairness Extension will only apply to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company records.

Enforcement; Remedies. Participant acknowledges that Participant’s expertise (a) The provisions in the business Sections 5 through 7 of this Agreement shall survive termination of Bxxxx’x employment with the Company is for any reason and/or termination of a special and unique character which gives this expertise a particular valueAgreement, and shall continue to bind Bxxxx by their respective terms. (b) Bxxxx acknowledges and agrees: (i) that a breach of Sections 4 or 5 by Participant will cause serious and potentially irreparable harm his services to the Company. Participant therefore acknowledges Company are unique, (ii) that a breach the restrictions in Sections 5 through 7 of Sections 4 or 5 by Participant cannot be adequately compensated in an action for damages at law, this Agreement are reasonable and equitable relief would be necessary to protect the legitimate business interests of the Company from a and its subsidiaries, (iii) that any violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Participant acknowledges that any provision of these Sections will irreparably injure the Company is entitledand its subsidiaries, (iv) that in the event of such violation the Company shall be entitled to preliminary and permanent injunctive relief without proof of actual damages and to an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement. Participant acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy which the Company may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in entitled. (c) In the event of a breach of this Agreement by Participant. For purposes of Sections 4 and 5, “Company” shall specifically include the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If Participant fails any provision relating to comply with a restriction in this Agreement that applies for a limited period of time after employment, the time period for that or scope of the non-solicitation restriction will shall be extended declared by a court of competent jurisdiction to exceed the greater of either: one day for each day Participant maximum time period or scope such court deems reasonable and enforceable, such time period or scope shall be deemed amended and reformed to the minimum degree necessary to be enforceable. (d) Bxxxx agrees that, if he is found to have violated the restrictionbreached any provision in Sections 5 through 7 of this Agreement, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time then he shall be capped so that obligated to pay the extension of time does not exceed two years from attorney’s fees and expenses incurred by the date their employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works Company to enforce its rights in Massachusetts, the Fairness Extension will only apply to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company recordsconnection with such breach.

Enforcement; Remedies. Participant acknowledges that Participant’s expertise (a) The provisions in the business Sections 5 through 7 of this Agreement shall survive termination of Axxxxx’x employment with the Company is for any reason and/or termination of a special and unique character which gives this expertise a particular valueAgreement, and shall continue to bind Axxxxx by their respective terms. (b) Axxxxx acknowledges and agrees: (i) that a breach of Sections 4 or 5 by Participant will cause serious and potentially irreparable harm his services to the Company. Participant therefore acknowledges Company are unique, (ii) that a breach the restrictions in Sections 5 through 7 of Sections 4 or 5 by Participant cannot be adequately compensated in an action for damages at law, this Agreement are reasonable and equitable relief would be necessary to protect the legitimate business interests of the Company from a and its subsidiaries, (iii) that any violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Participant acknowledges that any provision of these Sections will irreparably injure the Company is entitledand its subsidiaries, (iv) that in the event of such violation the Company shall be entitled to preliminary and permanent injunctive relief without proof of actual damages and to an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement. Participant acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy which the Company may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in entitled. (c) In the event of a breach of this Agreement by Participant. For purposes of Sections 4 and 5, “Company” shall specifically include the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If Participant fails any provision relating to comply with a restriction in this Agreement that applies for a limited period of time after employment, the time period for that or scope of the non-solicitation restriction will shall be extended declared by a court of competent jurisdiction to exceed the greater of either: one day for each day Participant maximum time period or scope such court deems reasonable and enforceable, such time period or scope shall be deemed amended and reformed to the minimum degree necessary to be enforceable. (d) Axxxxx agrees that, if he is found to have violated the restrictionbreached any provision in Sections 5 through 7 of this Agreement, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time then he shall be capped so that obligated to pay the extension of time does not exceed two years from attorney’s fees and expenses incurred by the date their employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works Company to enforce its rights in Massachusetts, the Fairness Extension will only apply to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company recordsconnection with such breach.

Enforcement; Remedies. Participant acknowledges (a) The parties hereto agree that Participant’s expertise irreparable damage would occur in the business event that any of the Company is of a special and unique character which gives this expertise a particular value, and that a breach of Sections 4 or 5 by Participant will cause serious and potentially irreparable harm to the Company. Participant therefore acknowledges that a breach of Sections 4 or 5 by Participant cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties hereto (on behalf of themselves and from any third-party beneficiaries of this Agreement, including the harm which stockholders of the Company) shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement, and in the case of the Company, to prevent breaches of the Equity Commitment Letters and to seek to specifically enforce the terms hereof and thereof, and specific performance shall be the sole and exclusive remedy with respect to breaches by the Equity Provider under the Equity Commitment Letter or, subject to Section 9.14(b) below, by the Purchaser or Parent under this Agreement. (b) The Company may not seek any award of damages under this Agreement is intended to prevent. By reason thereof, Participant acknowledges except in the event that the Company is entitledhas first sought specific performance in accordance with Section 9.14(a), and a court of competent jurisdiction has declined to specifically enforce the obligations of Parent or Purchaser to consummate the Merger or the obligations of the Equity Provider under the Equity Commitment Letter pursuant to a claim for specific performance brought against Parent or Purchaser in addition connection with this Agreement. In the event that (i) a court of competent jurisdiction has under such circumstances entered a judgment awarding damages against Parent or Purchaser at a time at or prior to any other remedies it may have under this Agreement the Outside Date and (ii) Parent or otherwisePurchaser have, within two (2) weeks following such court’s determination, irrevocably committed in writing to preliminary the Company to consummate the Merger in accordance with the terms and permanent injunctive and other equitable relief to prevent or curtail any breach provisions of this Agreement. Participant acknowledges, however, that no specification in then the Company may not seek to enforce any such award of damages granted by such court or accept damages for such alleged breach and the parties to this Agreement shall cooperate with one another to consummate the Merger as promptly as practicable after the giving of a specific legal or equitable remedy may be construed as a waiver of or prohibition against the such irrevocable commitments. The Company pursuing other legal or equitable remedies in the event of a breach of this Agreement by Participant. For purposes of Sections 4 and 5, “Company” shall specifically include the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If Participant fails agrees to comply with a restriction in this Agreement that applies for a limited period of time after employment, the time period for that restriction will be extended by the greater of either: one day for each day Participant is found to have violated the restriction, or the length of the cause any pending legal proceeding necessary seeking any such other relief to secure enforcement of be dismissed with 31344360_15 prejudice at such time as Parent and Purchaser consummate the restriction; provided, however, that Merger in accordance with this extension of time shall be capped so that the extension of time does not exceed two years from the date their employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works in Massachusetts, the Fairness Extension will only apply to the restrictions in Section 5(b) and Agreement. (c) and will only apply to the non-competition restriction Except as otherwise provided in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken9.14(a), physically or electronicallySection 9.14(b), and Section 8.2(c), any Company records.and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. 31344360_15

Enforcement; Remedies. Participant acknowledges that Participant’s expertise in the business of the Company Business is of a special and unique character which gives this expertise a particular value, and that a breach of Sections 4 or 5 by Participant will cause serious and potentially irreparable harm to the Company. Participant therefore acknowledges that a breach of Sections 4 or 5 by Participant cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Participant acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement. Participant acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in the event of a breach of this Agreement by Participant. For purposes of Sections 4 and 5, “Company” shall specifically include the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If Participant fails to comply with a restriction in this Agreement that applies for a limited period of time after employment, the time period for that restriction will be extended by the greater of either: one day for each day Participant is found to have violated the restriction, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time shall be capped IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" "WEIL:\98477713\4\58167.0004" "" WEIL:\98477713\4\58167.0004 DOCPROPERTY "CUS_DocIDChunk0" 157874926.2 so that the extension of time does not exceed two years from the date their employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works in Massachusetts, the Fairness Extension will only apply to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company records.

Enforcement; Remedies. Participant acknowledges that Participant’s expertise in the business of the Company is of a special and unique character which gives this expertise a particular value, and that a breach of Sections 4 or 5 by Participant will cause serious and potentially irreparable harm to the Company. Participant therefore acknowledges that a breach of Sections 4 or 5 by Participant cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Participant acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement. Participant acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in the event of a breach of this Agreement by Participant. For purposes of Sections 4 and 5, “Company” shall specifically include the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If Participant fails to comply with a restriction in this Agreement that applies for a limited period of time after employmentService, the time period for that restriction will be extended by the greater of either: one day for each day Participant is found to have violated the restriction, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time shall be capped so that the extension of time does not exceed two years from the date their employment Service ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works in Massachusetts, the Fairness Extension will only apply to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company records.

Enforcement; Remedies. Participant acknowledges that Participant’s expertise in the business of the Company is of a special and unique character which gives this expertise a particular value, and that a breach of Sections 4 or 5 by Participant will cause serious and potentially irreparable harm to the Company. Participant therefore acknowledges that a breach of Sections 4 or 5 by Participant cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Participant acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement. Participant acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in the event of a breach of this Agreement by Participant. For purposes of Sections 4 and 5, “Company” shall specifically include the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If Participant fails to comply with a restriction in this Agreement that applies for a limited period of time after employment, the time period for that restriction will be extended by the greater of either: one day for each day Participant is found to have violated the restriction, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time shall be capped so that the extension of time does not exceed two years from the date their employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works in Massachusetts, (x) the Fairness Extension will only apply to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company records; (y) the non-competition restriction in Section 5(a) shall not apply if Participant’s Service is terminated by the Company without Cause; and (z) Participant knowledges that Participant has been provided notice of the non-competition restriction in Section 5(a) at least ten (10) business days prior to this Section 5(a) becoming effective. For the purposes of this Section 6, “Cause” will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, such Participant’s misconduct or failure to meet the Company’s performance expectations.

Enforcement; Remedies. The Participant acknowledges that the Participant’s expertise in the business of the Company Business is of a special and unique character which gives this expertise a particular value, and that a breach of Sections 4 7 or 5 8 by the Participant will cause serious and potentially irreparable harm to the Company. The Participant therefore acknowledges that a breach of Sections 4 7 or 5 8 by the Participant cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, the Participant acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement. The Participant acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in the event of a breach of this Agreement by the Participant. For purposes of Sections 4 7 and 58, “Company” shall will specifically include the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If the Participant fails to comply with a restriction in this Agreement that applies for a limited period of time after employment, the time period for that restriction will be extended by the greater of either: one day for each day the Participant is found to have violated the restriction, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time shall will be capped so that the extension of time does not exceed two years from the date their employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works in Massachusetts, the Fairness Extension will only apply to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company records.

Enforcement; Remedies. Participant (i) Employee acknowledges that Participant’s expertise the covenants set forth in Sections 3.7 and 3.9 impose a reasonable restraint on Employee in light of the business and activities of the Company and its Subsidiaries and Affiliates. Employee acknowledges that Employee’s expertise is of a special and unique character which gives this expertise a particular value, and that a breach of Sections 4 3.7, 3.8 or 5 3.9 by Participant Employee will cause serious and potentially irreparable harm to the CompanyCompany and its Subsidiaries and Affiliates. Participant Employee therefore acknowledges that a breach of Sections 4 3.7, 3.8 or 5 3.9 by Participant Employee cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company and its Subsidiaries and Affiliates from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Participant Employee acknowledges that the Company is and its Subsidiaries and Affiliates are entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement. Participant Employee acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in the event of a breach of this Agreement by ParticipantEmployee. For purposes In the event of Sections 4 a breach or violation by Employee of any of the provisions of Section 3.9, the running of the Non-Compete Term shall be tolled with respect to Employee during the continuance of any actual breach or violation. Employee’s sole and 5, “Company” shall specifically include exclusive remedy in the event of a breach of this Agreement by the Company shall be payment of the Without Cause Severance Pay or Good Reason Severance Pay. (ii) In the event that any provision or term of Section 3.9, or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and its direct temporal restrictions and indirect parent entitiesprovisions contained in Section 3.9) is held to be unenforceable or invalid for any reason, subsidiaries, successors and assigns. If Participant fails such provision or portion thereof will be modified or deleted in such a manner as to comply with a restriction in this Agreement that applies be effective for a limited the maximum period of time after employment, for which it/they may be enforceable and over the time period for that restriction will maximum geographical area as to which it/they may be extended enforceable and to the maximum extent in all other respects as to which it/they may be enforceable. Such modified restriction(s) shall be enforced by the greater court or adjudicator. In the event that modification is not possible, because each of either: one day for each day Participant Employee’s obligations in Section 3.9 is found to have violated the restrictiona separate and independent covenant, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time any unenforceable obligation shall be capped so that the extension of time does not exceed two years from the date their employment ended, severed and if this extension would make the restriction unenforceable under applicable law it will not all remaining obligations shall be applied (“Fairness Extension”). If Participant resides or works in Massachusetts, the Fairness Extension will only apply to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company recordsenforced.

Enforcement; Remedies. Participant (a) If at the time of enforcement of the covenants contained in paragraphs 6, 7, 8, 9 or 10 (the "Protective Covenants"), a court shall hold that the duration or scope stated therein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration or scope reasonable under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained therein to cover the maximum period or scope permitted by law. Executive has consulted legal counsel regarding the Protective Covenants and based on such consultation has determined and hereby acknowledges that Participant’s expertise the Protective Covenants are reasonable in the business terms of the Company is of a special duration and unique character which gives this expertise a particular value, scope and that a breach of Sections 4 or 5 by Participant will cause serious and potentially irreparable harm to the Company. Participant therefore acknowledges that a breach of Sections 4 or 5 by Participant cannot be adequately compensated in an action for damages at law, and equitable relief would be are necessary to protect the goodwill of the Company's business and the Confidential Information. Executive further agrees that the Protective Covenants were a material inducement to certain investors of the Company from a violation of this to enter into the Merger Agreement and from consummate the harm which this transactions contemplated hereby, and such investors would not obtain the benefit of the bargain as set forth in the Merger Agreement is intended and the other agreements contemplated thereby if Executive breached or challenged the validity of any of the Protective Covenants. (b) If Executive breaches, or threatens to prevent. By reason thereofcommit a breach of, Participant acknowledges that any of the Protective Covenants, the Company shall have the Following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each which is entitled, in addition to to, not in lieu of, any other rights and remedies available to the Company at law or in equity: (i) the right and remedy to have the Protective Covenants specifically enforced by any court of competent jurisdiction (without the need to post a bond or other security), it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail being agreed that any breach of this Agreement. Participant acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in the event of a threatened breach of this Agreement by Participant. For purposes of Sections 4 and 5, “Company” shall specifically include the Protective Covenants would cause irreparable injury to the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If Participant fails to comply with a restriction in this Agreement that applies for a limited period of time after employment, the time period for that restriction will be extended by the greater of either: one day for each day Participant is found to have violated the restriction, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time shall be capped so that the extension of time does money damages would not exceed two years from the date their employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works in Massachusetts, the Fairness Extension will only apply provide an adequate remedy to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company records.Company; and

Enforcement; Remedies. Participant acknowledges that Participant’s expertise in the business of the Company Business is of a special and unique character which gives this expertise a particular value, and that a breach of Sections 4 or 5 by Participant will cause serious and potentially irreparable harm to the Company. Participant therefore acknowledges that a breach of Sections 4 or 5 by Participant cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Participant acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement. Participant acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in the event of a breach of this Agreement by Participant. For purposes of Sections 4 and 5, “Company” shall specifically include the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If Participant fails to comply with a restriction in this Agreement that applies for a limited period of time after employment, the time period for that restriction will be extended by the greater of either: one day for each day Participant is found to have violated the restriction, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time shall be capped so that the extension of time does not exceed two years from the date their employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works in Massachusetts, the Fairness Extension will only apply to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company records.

Enforcement; Remedies. Participant acknowledges that Participant’s expertise in the business of the Company Business is of a special and unique character which gives this expertise a particular value, and that a breach of Sections 4 7 or 5 8 by Participant will cause serious and potentially irreparable harm to the Company. Participant therefore acknowledges that a breach of Sections 4 7 or 5 8 by Participant cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Participant acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement. Participant acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against the Company pursuing other legal or equitable remedies in the event of a breach of this Agreement by Participant. For purposes of Sections 4 7 and 58, “Company” shall specifically include the Company and its direct and indirect parent entities, subsidiaries, successors and assigns. If Participant fails to comply with a restriction in this Agreement that applies for a limited period of time after employment, the time period for that restriction will be extended by the greater of either: one day for each day Participant is found to have violated the restriction, or the length of the legal proceeding necessary to secure enforcement of the restriction; provided, however, that this extension of time shall be capped so that the extension of time does not exceed two years from the date their employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied (“Fairness Extension”). If Participant resides or works in Massachusetts, the Fairness Extension will only apply to the restrictions in Section 5(b) and (c) and will only apply to the non-competition restriction in Section 5(a) if Participant breaches their fiduciary duty and/or has unlawfully taken, physically or electronically, any Company records.