Common use of Enforcement Clause in Contracts

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. (a) Executive acknowledges and agrees that: that the Company entered into this Agreement in reliance on the provisions of Sections 5, 6 and 7 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its Subsidiaries and other Confidential Information and goodwill of the Company and its Subsidiaries to the extent and for the periods of time expressly agreed to herein. Executive acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (ib) Notwithstanding any provision to the purpose contrary herein, the Company or its Subsidiaries may pursue, at its discretion, enforcement of Sections 5, 6 and 7 in any court of competent jurisdiction (each a “Court”). (c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 through 5, 6 and 7 above are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (the “Restrictive Covenants”d) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged Because Executive’s services are unique and because Executive has intimate knowledge of the nature of the and access to Confidential Information to which Executive has accessand Work Product, it the parties hereto agree that money damages would not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) an adequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees Sections 5, 6 and consents that if Executive commits 7, and any breach of the terms of Sections 5, 6 and 7 would result in irreparable injury and damage to the Company and its Subsidiaries for which the Company and its Subsidiaries would have no adequate remedy at law. Therefore, in the event of a Restrictive Covenantbreach or threatened breach of Sections 5, 6 and 7, the Company shall have the right (or its successors or assigns, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at law or remedy that may in equity, shall be available entitled to it) to temporary and permanent specific performance and/or immediate injunctive or other equitable relief from a court of competent jurisdictionCourt in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security and security), without the necessity having to prove damages. The terms of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination this Section 8 shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and prevent the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in its Subsidiaries from pursuing any other jurisdictionavailable remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Executive.

Enforcement. Executive acknowledges and agrees that: (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the purpose of the covenants set forth claim for indemnification or advances is denied, in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillwhole or in part, trade secrets and other confidential information of the Company; (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants limitations set forth in Section 7 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are found not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a court determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an arbitrator omission of a material fact necessary to be unreasonablemake Indemnitee’s statements not materially misleading, Executive and in connection with the Company agree that the maximum periodrequest for indemnification, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by (ii) a prohibition of such indemnification under applicable law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges (a) The Corporation expressly confirms and agrees that: (i) that it has entered into this Agreement and assumed the purpose obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the covenants Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this Section 16 that the procedures and presumptions in this section are not valid, binding and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this Section 16, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with Section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement are unique and special, trade secrets and other confidential information that failure of the Company; (ii) because Corporation to comply with the provisions of the nature of the business in this Agreement will cause irreparable and immediate injury to Indemnitee, for which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies a remedy at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of As a Restrictive Covenantresult, the Company shall have the right (in addition to, and not in lieu of, to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that may Indemnitee shall deem it shall be available necessary or desirable to itretain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in Section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to temporary the Indemnitee at the time such fees, costs, and permanent injunctive relief from a court expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this Section 16, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this Section 16 that Indemnitee is entitled to receive part but not all of competent jurisdictionthe indemnification or advancement of fees, without posting any bond costs, and expenses or other security and without benefit sought, the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined expenses incurred by Indemnitee in connection with an action pursuant to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which this Section 16 shall be given equitably allocated between the maximum effect possible Corporation and shall be fully enforced, without regard to the invalid portionsIndemnitee. In particular, without limiting the generality of Notwithstanding the foregoing, if the covenants set forth a Change in Section 7 are found by a court or an arbitrator to be unreasonableControl shall have occurred, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable Indemnitee shall be substituted for entitled to indemnification under this Section 16 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This Section 16(b) is not subject to the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any provisions of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionSection 8.

Enforcement. Executive acknowledges (a) The Company expressly confirms and agrees that: that it has entered into this Agreement and assumed the obligations imposed on the Company hereby in order to induce Indemnitee to commence or continue serving as a director, Designated Officer and/or Designated Employee of the Company, and/or at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, and acknowledges that Indemnitee is relying upon this Agreement in commencing or continuing in such capacity. (b) If (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) a determination is made that Indemnitee is not entitled to protect the goodwillindemnification under this Agreement, trade secrets and other confidential information of the Company; (ii) because an advancement of the nature of the business Expenses, judgments, fines or amounts to be paid in which settlement or other amounts pursuant to Section 11 hereof is not made within 15 days after receipt by the Company is engaged and because of the nature of the Confidential Information to which Executive has accessa request therefor, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law a determination of entitlement to indemnification pursuant to Section 8 hereof has not been made within 90 days after receipt by the Company of the request therefor, or (iv) payment of indemnification is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification, then Indemnitee may bring an action against the Company to recover the unpaid amount of the claim. In the event Indemnitee is required to bring any action to enforce rights or to collect moneys due under this Agreement, the Company shall reimburse Indemnitee for all of the Indemnitee’s Expenses in bringing and pursuing such action, whether or not Indemnitee is successful in such action, unless the court or other adjudicative body determines that such action for enforcement brought by Indemnitee was frivolous. (c) In the event that a determination shall have been made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 11 shall be conducted in all respects as monetary damages) for a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, judicial proceeding commenced pursuant to this Section 11 the Company shall have the right burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (in addition tod) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, and not in lieu of, any other right or remedy that may the Company shall be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable bound by such determination in any respectjudicial proceeding commenced pursuant to this Section 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such determination shall not affect the remainder thereof, which indemnification under applicable law. (e) The Company shall be given precluded from asserting in any judicial proceeding or arbitration commenced to enforce this Agreement, including a judicial proceeding commenced pursuant to this Section 11, that the maximum effect possible procedures and presumptions of this Agreement are not valid, binding and enforceable or that there is not sufficient consideration for this Agreement and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth stipulate in Section 7 are found by a any such court or an arbitrator to be unreasonable, Executive and that the Company agree that is bound by all the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any provisions of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionthis Agreement.

Enforcement. Executive acknowledges a. The Corporation expressly confirms and agrees that: (i) that it has entered into this Agreement and assumed the purpose obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the covenants Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as an independent or non-independent director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. b. In any action commenced pursuant to this Section 18, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses in accordance with Section 8 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. c. The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement are unique and special, trade secrets and other confidential information that failure of the Company; (ii) because Corporation to comply with the provisions of the nature of the business in this Agreement will cause irreparable and immediate injury to Indemnitee, for which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies a remedy at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of As a Restrictive Covenantresult, the Company shall have the right (in addition to, and not in lieu of, to any other right or remedy that Indemnitee may be available to it) to temporary and permanent injunctive relief from have at law or in equity respecting a court breach of competent jurisdictionthis Agreement, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which Indemnitee shall be given entitled to injunctive or mandatory relief directing specific performance by the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality Corporation of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionits obligations under this Agreement.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that (i) any PBRSU Shares issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration, (ii) in any jurisdictionthe event that the Participant sold the PBRSU Shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such payment, the price at which the Participant sold the shares, and (iii) in the case of unvested Granted PBRSUs, such determination shall not unvested Granted PBRSUs will automatically be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionforfeited for no consideration.

Enforcement. Executive acknowledges and agrees that: (i) The Participant acknowledges that compliance with all provisions, covenants and agreements set forth in this Restricted Share Agreement is reasonable and necessary to protect the purpose legitimate business interests of the Company and its Subsidiaries and Affiliates. (ii) The Participant acknowledges that a breach of the Participant’s obligations under this Section 12 will result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (iii) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and will not cause any undue hardship upon the Participant. (iv) In the event of the violation by the Participant of any of the covenants set forth contained in Sections 5 through 7 above (Section 12, the “Restrictive Covenants”) is terms of each such covenant so violated shall be automatically extended from the date on which the Participant permanently ceases such violation for a period equal to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business period in which the Company is engaged and because Participant was in breach of the nature covenant or for a period of twelve (12) months from the date of the Confidential Information to which Executive has accessentry by a court of competent jurisdiction of an order or judgment enforcing such covenant(s), it would be impractical and excessively difficult to determine the actual damages of the Company whichever period is later. (v) The Participant agrees that, in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantrestrictive covenants contained in this Restricted Share Agreement, the Company and/or its Subsidiaries and Affiliates shall have the right (in addition tobe entitled to obtain, and not in lieu of, from any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security preliminary and without permanent injunctive relief to restrain the necessity of proof of actual damage. If any portion violation of the Restrictive Covenants terms hereof by the Participant, and all persons acting for or on the Participant’s behalf. (vi) Each of the restrictive covenants contained in this Restricted Share Agreement is hereafter determined independent of any other contractual obligations of this Restricted Share Agreement or otherwise owed by the Participant to be invalid the Company and/or its Subsidiaries and Affiliates. The existence of any claim or unenforceable in any respectcause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, such determination whether based on this Restricted Share Agreement or otherwise, shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard create a defense to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found enforcement by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and/or its Subsidiaries and that the court or arbitrator shall revise the restrictions Affiliates of any restrictive covenant contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionthis Restricted Share Agreement.

Enforcement. Executive acknowledges and agrees that: (ia) the purpose If Employee breaches or threatens to commit a breach of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill6, trade secrets 7, and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access8 above, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, then the Company shall have the right (to seek to have the covenants in addition toSections 6, 7, and not in lieu of8 specifically enforced against Employee, including temporary restraining orders and injunctions by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), it being agreed by Employee that any breach or threatened breach by Employee of Sections 6, 7, and 8 would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. The prevailing party is entitled to its attorneys’ fees and costs incurred in relation to any action addressing Sections 6, 7, and 8 of this Agreement. In addition, the Company shall not be required to post any bond or other security surety as a condition to the issuance of any temporary restraining order or injunction, and without Employee irrevocably waives any such requirement of any statute or applicable law. (b) If, during the necessity enforcement of proof of actual damage. If any portion or all of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible covenants and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants provisions set forth in Section 7 Sections 6, 7, and 8 above, any court of competent jurisdiction enters a final judgment that declares that the duration, scope, or area restrictions stated therein are found by a court unreasonable under circumstances then existing, are invalid, or an arbitrator to be unreasonableare otherwise unenforceable, Executive and then the Company parties hereto agree that the maximum periodenforceable duration, scope scope, or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope scope, or area, and that the court making the determination of invalidity or arbitrator unenforceability shall have the power to revise the restrictions contained herein scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes the closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified to cover the maximum periodduration, scope and scope, or area permitted by law. . (c) If any of the Restrictive Covenants provisions of Sections 6, 7, and 8 are determined violated, then the time limitations set forth in those sections shall be extended for a period of time equal to the period of time during which such breach occurs, and, in the event the Company is required to seek relief from such breach before any court, board or other tribunal, then the time limitation shall be wholly or partially unenforceable in any jurisdictionextended for a period of time equal to the pendency of such proceedings, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionincluding all appeals.

Enforcement. Executive (1) The Employee acknowledges and agrees that: (i) the purpose that violation of any of the covenants and agreements set forth in Sections 5 through 7 above (this Section IV would cause the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information Company or any of the Company; (ii) because of the nature of the business in its subsidiaries irreparable damage for which the Company is engaged or any of its subsidiaries cannot be reasonably compensated in damages in an action at law, and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company therefore in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach by the Employee of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Section IV, the Company or its subsidiaries shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available entitled to it) make application to temporary and permanent injunctive relief from a court of competent jurisdiction for equitable relief by way of injunction or otherwise (without being required to post a bond). Employee agrees to pay all of the Company's court costs and attorneys' fees incurred in enforcing its rights under this Section IV and all other obligations of Employee under this Employment Agreement. This provision shall not, however, be construed as a waiver of any of the rights which the Company or its subsidiaries may have for damages under this Agreement or otherwise, and all of the Company's and its subsidiaries' rights and remedies shall be unrestricted. This Section IV shall survive termination of this Agreement or Termination of Employment for any reason whatsoever. (2) If any of the provisions of this Agreement shall otherwise contravene or be invalid under the laws of any state or other jurisdiction where it is applicable but for such contravention or invalidity, such contravention or invalidity shall not invalidate all of the provisions of this Agreement, but rather the Agreement shall be reformed and construed, insofar as the laws of that state or jurisdiction are concerned, as not containing the provision or provisions, but only to the extent that they are contravening or are invalid under the laws of that state or jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which rights and obligations created hereby shall be given the maximum effect possible reformed and shall be fully enforced, without regard to the invalid portionsconstrued and enforced accordingly. In particular, without limiting the generality if any of the foregoing, if the covenants or agreements set forth in Section 7 are found by a court IV, or an arbitrator any part thereof, is held to be unreasonableunenforceable because of the duration of such provision or the area covered thereby, Executive and or otherwise, the Company parties hereby expressly agree that the maximum periodcourt making such determination shall have the power to reduce the duration and/or the areas of such provision or otherwise limit any such provision, scope or geographical area and, in its reduced form, such provision shall then be enforceable. The parties intend that is found each covenant set forth in this Section IV shall be deemed to be reasonable shall be substituted a series of separate covenants, one for the stated period, scope or area, each and every county and political subdivision to which it is applicable. (3) The Employee understands that the court provisions of this Section IV may limit his ability to earn a livelihood in a business similar to the business of the Company and its subsidiaries but nevertheless agrees and hereby acknowledges that such provisions do not impose a greater restraint than is necessary to protect the goodwill or arbitrator shall revise other business interests of the Company and its subsidiaries and the consideration provided under this Agreement, including, without limitation, any amounts or benefits provided hereunder, is sufficient to compensate the Employee for the restrictions contained herein to cover the maximum period, scope and area permitted by lawin this Section IV. If any In consideration of the Restrictive Covenants are determined to be wholly or partially unenforceable foregoing and in any jurisdictionlight of the Employee's education, such determination shall skills and abilities, the Employee agrees that he will not assert, and it should not be considered, that any provisions of this Section IV prevented him from earning a bar living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (4) Each of the covenants of this Section IV is given by the Employee as part of the consideration for this Agreement and as an inducement to or in any way diminish the Company’s right Company to enforce any such covenant in any other jurisdictionenter into this Agreement and accept the obligations hereunder.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of The parties hereto agree and acknowledge that the covenants set forth and agreements contained herein are reasonable in Sections 5 through 7 above (the “Restrictive Covenants”) is scope, area, and duration and necessary to protect the goodwill, trade secrets and other confidential information reasonable competitive business interests of the Company; Employer, including, without limitation, the value of the proprietary information and goodwill of the Employer. (ii) because The Executive agrees that the covenants and undertakings contained in Section 9 of this Agreement relate to matters which are of a special, unique and extraordinary character and that the nature of the business Employer cannot be reasonably or adequately compensated in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in an action at law in the event the Executive breached breaches any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequatethese covenants or undertakings. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantTherefore, the Company Executive agrees that the Employer shall have be entitled, as a matter of course, without the right (in addition toneed to prove irreparable injury, and not in lieu ofto an injunction, any restraining order or other right or remedy that may be available to it) to temporary and permanent injunctive equitable relief from a any court of competent jurisdiction, without posting restraining any bond violation or threatened violation of any of such terms by the Executive and such other security persons as the court shall order. The Executive agrees to pay costs and without legal fees incurred by the necessity Employer in obtaining such injunction. (iii) Rights and remedies provided for in this Section 9(b) are cumulative and shall be in addition to rights and remedies otherwise available to the parties under any other agreement or applicable law. (iv) In the event that any provision of proof of actual damage. If this Agreement shall to any portion of the Restrictive Covenants is hereafter determined to extent be invalid held invalid, unreasonable or unenforceable in any respectcircumstances, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties hereto agree that the maximum period, scope or geographical area that is found remainder of this Agreement and the application of such provision of this Agreement to be reasonable other circumstances shall be substituted for valid and enforceable to the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by law. If any provision of this Agreement, or any part thereof, is held to be unenforceable because of the Restrictive Covenants are determined to be wholly scope or partially unenforceable in any jurisdictionduration of or the area covered by such provision, the parties hereto agree that the court or arbitrator making such determination shall not reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law, and/or shall delete specific words and phrases, and such modified provision shall then be a bar to or enforceable and shall be enforced. The parties hereto recognize that if, in any way diminish the Company’s right judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement, then that unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenant covenants will remain in any full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. (v) In the event of the Executive's breach of this Section 9, in addition to all other jurisdictionrights the Employer may have hereunder or in law or in equity, all payments and benefits hereunder shall cease; all options, stock, and other securities granted by the Employer, including stock obtained through prior exercise of options, shall be immediately forfeited (whether or not vested), and the original purchase price, if any, shall be returned to the Executive; and all profits received through exercise of options or sale of stock, and all previous payments and benefits made or provided hereunder shall be promptly returned and repaid to the Company.

Enforcement. Executive acknowledges (a) Each Indemnitor has entered into this Agreement ----------- and agrees that: (i) assumed the purpose obligations imposed on such Indemnitor hereby in order to induce the Indemnitee to act as a director and/or officer of the covenants set forth Corporation and/or MGM Studios or as an Affiliate Indemnitee and acknowledges that the Indemnitee is relying upon this Agreement in Sections 5 through 7 above continuing in such capacity. (b) All expenses incurred by the “Restrictive Covenants”) is to protect Indemnitee in connection with the goodwill, trade secrets preparation and other confidential information submission of the Company; (ii) because of Indemnitee's request for indemnification hereunder shall be borne, jointly and severally, by the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in Indemnitors. In the event Executive breached the Indemnitee has requested payment of any amount under this Agreement and has not received payment thereof within thirty (30) days of such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantrequest, the Company shall have the right (in addition toIndemnitee may bring any action to enforce rights or collect moneys due under this Agreement, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingand, if the covenants set forth Indemnitee is successful in Section 7 are found by a court or an arbitrator to be unreasonablesuch action, Executive the Indemnitors shall reimburse the Indemnitee for all of the Indemnitee's fees and the Company agree expenses in bringing and pursuing such action. If it is determined that the maximum periodIndemnitee is entitled to indemnification for part (but not all) of the indemnification so requested, scope or geographical area that is found to be reasonable expenses incurred in seeking enforcement of such partial indemnification shall be substituted reasonably prorated among the claims, issues or matters for which the stated periodIndemnitee is entitled to indemnification for claims, scope issues or area, and that matter for which the court or arbitrator Indemnitee is not so entitled. The Indemnitee shall revise be entitled to the restrictions contained herein advancement of such amounts to cover the maximum period, scope and area permitted full extent contemplated by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable Section 4 hereof in any jurisdiction, connection with such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionProceeding.

Enforcement. Executive acknowledges The rights and agrees that: remedies of the parties shall be cumulative with and not exclusive of any other remedy conferred hereby. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, including the Stockholder’s obligations to vote its Covered Shares as provided in this Agreement, in the Court of Chancery of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any federal court located in the State of Delaware, without proof of actual damages or otherwise (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties (i) consents to submit itself, and hereby submits itself, to the purpose personal jurisdiction of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information Court of Chancery of the Company; State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction, in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information agrees that it will not attempt to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached deny or defeat such personal jurisdiction by motion or other request for leave from any such covenants; court, and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been brought in an inconvenient forum, (iii) remedies at law (agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such as monetary damages) for courts has subject matter jurisdiction, any breach state court of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach State of a Restrictive Covenant, the Company shall have the right (in addition toDelaware having subject matter jurisdiction, and not in lieu of, any other right or remedy that may be available (iv) consents to it) to temporary and permanent injunctive relief from a court service of competent jurisdiction, without posting any bond or other security and without process being made through the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants notice procedures set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction11.

Enforcement. Executive acknowledges and agrees that: (i) If the purpose Borrower defaults in the performance or observance of any covenant, agreement or obligation of the covenants Borrower set forth in Sections 5 through 7 above this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Authority or the Trustee to the Borrower (provided, however, that the “Restrictive Covenants”) is Authority may at its sole option extend such period if the Borrower provides the Authority with an opinion of Bond Counsel to protect the goodwilleffect that such extension will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessprovided further, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any default relates to Section 5 hereof and the Borrower is exercising best efforts to comply with such covenants; restrictions as determined by the Authority in its sole discretion, then the cure period described above shall be 6 months and the Qualified Project Period shall be extended for a like period under Section 5(i) hereof), then the Trustee, subject to the provisions of Section 9 hereof and to the extent directed in writing by the Authority, subject to the provisions of the Indenture, acting on its own behalf or on behalf of the Authority, shall declare an “Event of Default” to have occurred hereunder, and, at its option, may take any one or more of the following steps: (iiia) remedies by mandamus or other suit, action or proceeding at law or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or the Trustee hereunder; (b) have access to and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Project; and (c) take such other action at law or in equity as monetary damages) for any breach may appear necessary or desirable to enforce the obligations, covenants and agreements of Executivethe Borrower hereunder. In addition to the enforcement remedies set forth above, upon the Borrower’s obligations default under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Regulatory Agreement, the Company Authority shall have the right (in addition to, and but not in lieu of, any other right or remedy that may be available to itthe obligation) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion lease up to 20% of the Restrictive Covenants is hereafter determined Spaces in the Project for a rental of $1 per Space per year. The Authority shall sublease such units to be invalid or unenforceable in any respect, Qualified Residents to the extent necessary to comply with the provisions hereof. Any rent paid under such determination shall not affect the remainder thereof, which a sublease shall be given the maximum effect possible and shall be fully enforced, without regard paid to the invalid portions. In particular, without limiting Borrower after the generality of Authority has been reimbursed for any expenses incurred by it in connection with the foregoingsublease; provided that, if the covenants set forth Borrower is in default under the Loan, such rent shall be used to make payments under the Loan. The Trustee shall have the right, in accordance with this Section 7 are found by a court or an arbitrator to be unreasonable, Executive 17 and the Company agree provisions of the Indenture, without the consent or approval of the Authority, to exercise any or all of the rights or remedies of the Authority hereunder; provided that prior to taking any such act the maximum periodTrustee shall give the Authority written notice of its intended action. All fees, scope or geographical area that is found costs and expenses of the Trustee, the Authority and the Oversight Agent (including, without limitation, reasonable attorneys’ fees) reasonably incurred in taking any action pursuant to be reasonable this Section 17 shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any sole responsibility of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination Borrower; provided the Trustee shall not be a bar obligated to take any action hereunder that results in expenses or liability to the Trustee unless it is compensated and reimbursed for its expenses, including reasonable attorneys’ fees, and indemnified to its satisfaction against liability. After the Indenture has been discharged, or if the Trustee fails to act under this Section 17, the Authority may act in its own behalf to declare an “Event of Default” to have occurred and to take any way diminish one or more of the Company’s right steps specified hereinabove to enforce any such covenant in any other jurisdictionthe same extent and with the same effect as if taken by the Trustee.

Enforcement. (a) Executive acknowledges that violation of any covenant or agreement set forth in this Article IV would cause the Company irreparable damage for which the Company cannot be reasonably compensated in damages in an action at law, and, therefore, upon any breach by Executive of this Article IV, the Company shall be entitled to make application to a court of competent jurisdiction for equitable relief by way of injunction or otherwise (without being required to post a bond). This provision shall not, however, be construed as a waiver of any of the rights which the Company may have for damages, and all of the Company's rights and remedies shall be unrestricted. (b) If any provision of this Agreement, or application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction or be found in an arbitration proceeding to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to any other person, place and circumstance shall remain in full force and effect. It is the intention of the parties hereto that the covenants contained herein shall be enforced to the maximum extent (but no greater extent) in time, area, and degree of participation as is permitted by the law of the jurisdiction whose law is found to be applicable to the acts allegedly in breach of this agreement, and the parties hereby agree that the court making any such determination shall have the power to so reform the Agreement. (c) The Executive understands that the provisions of this Article IV may limit his ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees that: and hereby acknowledges that (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) such provisions do not impose a greater restraint than is necessary to protect the goodwill, trade secrets and goodwill or other confidential information business interests of the Company; (ii) because such provisions contain reasonable limitations as to time and the scope of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information activity to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenantsrestrained; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations the consideration provided under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Agreement, the Company shall have the right (in addition toincluding, and not in lieu ofwithout limitation, any other right amounts or remedy that may be available benefits provided under Article V hereof, is sufficient to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, compensate Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawin this Article IV. If any In consideration of the Restrictive Covenants are determined to be wholly or partially unenforceable foregoing and in any jurisdictionlight of Executive's education, such determination shall skills and abilities, Executive agrees that he will not assert, and it should not be considered, that any provisions of this Article IV prevented him from earning a bar living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (d) Each of the covenants of this Article IV is given by Executive as part of the consideration for this Agreement and as an inducement to or in any way diminish the Company’s right Company to enforce any such covenant in any other jurisdictionenter into this Agreement and accept the obligations hereunder.

Enforcement. Executive acknowledges The enforcement of Sections 11 and agrees that: 12, above shall be subject to the following: (ia) It is agreed and understood by and among the purpose of parties to this Agreement that the restrictive covenants set forth in Sections 5 through 7 above (11 and 12 of this Agreement are each individually essential elements of this Agreement and that, but for the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information agreement of the Company; (ii) because Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants of the nature Executive shall be construed as agreements independent of any other provision of this Agreement. (b) It is agreed by the parties to this Agreement that if any portion of the business restrictive covenants set forth in which Sections 11 and 12 of this Agreement are held to be unreasonable, arbitrary or against public policy, then each such covenant shall be considered divisible both as to time and geographical area, it being the Company is engaged and because intention of the nature parties that a lesser period of time or geographical area shall be enforced so long as the Confidential Information same is not unreasonable, arbitrary or against public policy. The parties to this Agreement agree that, in the event any court of competent jurisdiction determines that a specified time period or a specified geographical area is unreasonable, arbitrary or against public policy, a lesser time period or geographical area which Executive has accessis determined to be reasonable, it would nonarbitrary and not against public policy may be impractical and excessively difficult enforced against the Executive. (c) The parties hereto agree that damages at law will be an insufficient remedy to determine the actual damages of the Company in the event Executive breached any such covenants; that the restrictive covenants of Sections 11 and (iii) remedies at law (such as monetary damages) for any breach 12 of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees this Agreement are violated and consents that if Executive commits any breach of a Restrictive Covenantthat, the Company shall have the right (in addition to, and not in lieu of, to any other right remedies or remedy rights that may be available to it) the Company, the Company shall also be entitled, upon application to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security to obtain injunctive relief to enforce the provisions of Sections 11 and without 12. (d) The period of time during which the necessity Executive is prohibited from engaging in the business practices specified in Sections 11 and 12 of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which this Agreement shall be given extended by any length of time during which the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality Executive is in breach of the foregoing, if the covenants set forth in Section 7 are found by a court Sections 11 or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction12.

Enforcement. Executive (1) The Employee acknowledges and agrees that: (i) the purpose that violation of any of the covenants and agreements set forth in Sections 5 through 7 above (this Section 4 would cause the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information Company or any of the Company; (ii) because of the nature of the business in its subsidiaries irreparable damage for which the Company is engaged or any of its subsidiaries cannot be reasonably compensated in damages in an action at law, and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company therefore in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach by the Employee of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Section 4, the Company or its subsidiaries shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available entitled to it) make application to temporary and permanent injunctive relief from a court of competent jurisdiction for equitable relief by way of injunction or otherwise (without being required to post a bond). Employee agrees to pay all of the Company's court costs and attorneys' fees incurred in enforcing its rights under this Section 4 and all other obligations of Employee under this Employment Agreement. This provision shall not, however, be construed as a waiver of any of the rights which the Company or its subsidiaries may have for damages under this Agreement or otherwise, and all of the Company's and its subsidiaries' rights and remedies shall be unrestricted. This Section 4 shall survive termination of this Agreement or Termination of Employment for any reason whatsoever. (2) If any of the provisions of this Agreement shall otherwise contravene or be invalid under the laws of any state or other jurisdiction where it is applicable but for such contravention or invalidity, such contravention or invalidity shall not invalidate all of the provisions of this Agreement, but rather the Agreement shall be reformed and construed, insofar as the laws of that state or jurisdiction are concerned, as not containing the provision or provisions, but only to the extent that they are contravening or are invalid under the laws of that state or jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which rights and obligations created hereby shall be given the maximum effect possible reformed and shall be fully enforced, without regard to the invalid portionsconstrued and enforced accordingly. In particular, without limiting the generality if any of the foregoing, if the covenants or agreements set forth in Section 7 are found by a court 4, or an arbitrator any part thereof, is held to be unreasonableunenforceable because of the duration of such provision or the area covered thereby, Executive and or otherwise, the Company parties hereby expressly agree that the maximum periodcourt making such determination shall have the power to reduce the duration and/or the areas of such provision or otherwise limit any such provision, scope or geographical area and, in its reduced form, such provision shall then be enforceable. The parties intend that is found each covenant set forth in this Section 4 shall be deemed to be reasonable shall be substituted a series of separate covenants, one for the stated period, scope or area, each and every county and political subdivision to which it is applicable. (3) The Employee understands that the court provisions of this Section 4 may limit his ability to earn a livelihood in a business similar to the business of the Company and its subsidiaries but nevertheless agrees and hereby acknowledges that such provisions do not impose a greater restraint than is necessary to protect the goodwill or arbitrator shall revise other business interests of the Company and its subsidiaries and the consideration provided under this Agreement, including, without limitation, any amounts or benefits provided hereunder, is sufficient to compensate the Employee for the restrictions contained herein to cover the maximum period, scope and area permitted by lawin this Section 4. If any In consideration of the Restrictive Covenants are determined to be wholly or partially unenforceable foregoing and in any jurisdictionlight of the Employee's education, such determination shall skills and abilities, the Employee agrees that he will not assert, and it should not be considered, that any provisions of this Section 4 prevented him from earning a bar living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (4) Each of the covenants of this Section 4 is given by the Employee as part of the consideration for this Agreement and as an inducement to or in any way diminish the Company’s right Company to enforce any such covenant in any other jurisdictionenter into this Agreement and accept the obligations hereunder.

Enforcement. Executive acknowledges and agrees that: (i) Employee and Farmmi have examined in detail the purpose covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of Farmmi and are not unduly restrictive of Employee’s ability to earn a living following the termination of his employment. (ii) Employee understands and agrees that the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement survive the termination of his employment (regardless of the reason) and remain binding and enforceable against him according to the restrictions’ respective terms. (iii) If any of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Agreement shall be deemed to be amended at such time to reflect such determination. (iv) Employee agrees that a breach by him of any of the covenants and restrictions set forth in Sections 5 through 7 above Paragraph 8 (the “Restrictive Covenants”including all subsections) is of this Agreement will result in irreparable injury to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in Farmmi for which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would a remedy at law shall be impractical and excessively difficult to determine the actual damages of the Company insufficient. Employee agrees that in the event Executive breached any of a breach or threatened breach of such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would , Farmmi shall be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantentitled to temporary, the Company shall have the right (in addition topreliminary, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security the need to prove irreparable harm and without the necessity of proof placing a bond for such injunction. The application of actual damage. If any portion form of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination injunctive relief shall not affect make any other legal or equitable remedy unavailable. (v) In the remainder thereof, which shall be given event that the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are Employee is found by a court or an arbitrator other enforcement authority to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If have breached any of the Restrictive Covenants are determined to covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement, then the time periods set forth in such restrictions, if any, shall automatically be wholly or partially unenforceable extended by the length of time which Employee shall have been in breach of any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionof said provisions.

Enforcement. In signing this Agreement, the Executive acknowledges gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3, that the Executive has not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that the Executive has entered into this Agreement knowingly and voluntarily. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further agrees that: (i) , were the purpose Executive to breach any of the covenants set forth contained in Sections 5 through 7 above (this Section 3, the “Restrictive Covenants”) damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond. So that the Company may enjoy the full benefit of the covenants contained in Section 3.4(c), the Executive further agrees that the Non-Solicitation Period will be tolled, and will not run, during the period of any breach by the Executive of the covenants contained therein. In the event that any provision of this Section 3 is determined by any court of competent jurisdiction to protect be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the goodwill, trade secrets and other confidential information maximum extent permitted by law. It is also agreed that each of the Company; (ii) because ’s Affiliates will have the right to enforce all of the Executive’s obligations to that Affiliate under this Agreement, including, without limitation, pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Affiliates, or change in the nature or scope of the business in which Executive’s employment or other relationship with the Company is engaged and because or any of its Affiliates, will operate to excuse the Executive from the performance of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in this Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction3.

Enforcement. Executive acknowledges (a) The Corporation expressly confirms and agrees that: (i) that it has entered into this Agreement and assumed the purpose obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the covenants Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this section 15, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement are unique and special, trade secrets and other confidential information that failure of the Company; (ii) because Corporation to comply with the provisions of the nature of the business in this Agreement will cause irreparable and immediate injury to Indemnitee, for which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies a remedy at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of As a Restrictive Covenantresult, the Company shall have the right (in addition to, and not in lieu of, to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that may Indemnitee shall deem it necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee's rights under this Agreement, Indemnitee shall be available entitled to itrecover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to temporary the Indemnitee at the time such fees, costs, and permanent injunctive relief from a court expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this section 15, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this section 15 that Indemnitee is entitled to receive part but not all of competent jurisdictionthe indemnification or advancement of fees, without posting any bond costs, and expenses or other security and without benefit sought, the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined expenses incurred by Indemnitee in connection with an action pursuant to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which this section 15 shall be given equitably allocated between the maximum effect possible Corporation and shall be fully enforced, without regard to the invalid portionsIndemnitee. In particular, without limiting the generality of Notwithstanding the foregoing, if the covenants set forth a Change in Section 7 are found by a court or an arbitrator to be unreasonableControl shall have occurred, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable Indemnitee shall be substituted for entitled to indemnification under this section 15 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This section 15(d) is not subject to the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any provisions of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionsection 8.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and the Employer Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive acknowledges (a) Each Indemnitor has entered into this Agreement ----------- and agrees that: (i) assumed the purpose obligations imposed on such Indemnitor hereby in order to induce the Indemnitee to act as a director and/or officer of the covenants set forth Corporation and/or MGM Inc. or as an Affiliate Indemnitee and acknowledges that the Indemnitee is relying upon this Agreement in Sections 5 through 7 above continuing in such capacity. (b) All expenses incurred by the “Restrictive Covenants”) is to protect Indemnitee in connection with the goodwill, trade secrets preparation and other confidential information submission of the Company; (ii) because of Indemnitee's request for indemnification hereunder shall be borne, jointly and severally, by the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in Indemnitors. In the event Executive breached the Indemnitee has requested payment of any amount under this Agreement and has not received payment thereof within thirty (30) days of such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantrequest, the Company shall have the right (in addition toIndemnitee may bring any action to enforce rights or collect moneys due under this Agreement, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingand, if the covenants set forth Indemnitee is successful in Section 7 are found by a court or an arbitrator to be unreasonablesuch action, Executive the Indemnitors shall reimburse the Indemnitee for all of the Indemnitee's fees and the Company agree expenses in bringing and pursuing such action. If it is determined that the maximum periodIndemnitee is entitled to indemnification for part (but not all) of the indemnification so requested, scope or geographical area that is found to be reasonable expenses incurred in seeking enforcement of such partial indemnification shall be substituted reasonably prorated among the claims, issues or matters for which the stated periodIndemnitee is entitled to indemnification for claims, scope issues or area, and that matter for which the court or arbitrator Indemnitee is not so entitled. The Indemnitee shall revise be entitled to the restrictions contained herein advancement of such amounts to cover the maximum period, scope and area permitted full extent contemplated by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable Section 4 hereof in any jurisdiction, connection with such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionProceeding.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which The Executive acknowledges that the Company is engaged will suffer substantial and because irreparable damages not readily ascertainable or compensable in terms of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company money in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any of the breach of any of the Executive’s obligations under the Restrictive Covenants would be inadequateSections 9(a) through (d) hereof. The Executive therefore agrees that the provisions of Sections 9(a) through (d) shall be construed as an agreement independent of the other provisions of this Agreement and consents any other agreement and that if Executive commits the Company, in addition to any breach of a Restrictive Covenantother remedies (including damages) provided by law, the Company shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction thereof. (in addition to, and not in lieu of, ii) If at any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting time any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter provisions of this Section 9 shall be determined to be invalid or unenforceable in any respectunenforceable, such determination shall not affect the remainder thereofby reason of being vague or unreasonable as to area, which duration or scope of activity, this Section 9 shall be given the maximum effect possible considered divisible and shall become and be fully enforcedimmediately amended to only such area, without regard to the invalid portions. In particular, without limiting the generality duration and scope of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to activity as shall be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found determined to be reasonable shall be substituted for the stated period, scope or area, and that enforceable by the court or arbitrator other body having jurisdiction over the matter, and the Executive agrees that this Section 9 as so amended, shall revise be valid and binding as though any invalid or unenforceable provision had not been included herein. (iii) The Executive agrees to cooperate with the restrictions contained herein Company, during the Employment Period and thereafter (including following the Executive’s termination of employment for any reason), by making himself reasonably available to cover testify on behalf of the maximum period, scope and area permitted by law. If Company or any of the Restrictive Covenants are determined to be wholly or partially unenforceable its affiliates in any jurisdictionaction, such determination shall not be a bar suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any affiliate, in any way diminish such action, suit, or proceeding, by providing information and meeting and consulting with the Company’s right Board or its representatives or counsel, or representatives or counsel to enforce the Company, or any such covenant affiliate as reasonably requested; provided, however, that the same does not materially interfere with his then current professional activities and is not contrary to the best interests of the Executive. The Company agrees to reimburse the Executive, on an after-tax basis, for all expenses actually incurred in any other jurisdictionconnection with his provision of testimony or assistance.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that any vested shares of Restricted Stock issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration. In the event that the Participant sold the shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in any jurisdictioncash, within thirty (30) days of a request by the Company for such determination shall not be a bar to or in any way diminish payment, the Company’s right to enforce any such covenant in any other jurisdictionprice at which the Participant sold the Shares.

Enforcement. Executive acknowledges and agrees that: (ia) the purpose If Employee breaches or threatens to commit a breach of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill6, trade secrets 7, and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access8 above, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, then the Company shall have the right (to seek to have the covenants in addition toSections 6, 7, and not in lieu of8 specifically enforced against Employee, including temporary restraining orders and injunctions by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), it being agreed by Employee that any breach or threatened breach by Employee of Sections 6, 7, and 8 would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. The prevailing party is entitled to its attorneys’ fees and costs incurred in relation to any action addressing Sections 6, 7, and 8 of this Agreement. In addition, the Company shall not be required to post any bond or other security surety as a condition to the issuance of any temporary restraining order or injunction, and without Employee irrevocably waives any such requirement of any statute or applicable law. (b) If, during the necessity enforcement of proof of actual damage. If any portion or all of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible covenants and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants provisions set forth in Section 7 Sections 6, 7, and 8 above, any court of competent jurisdiction enters a final judgment that declares that the duration, scope, or area restrictions stated therein are found by a court unreasonable under circumstances then existing, are invalid, or an arbitrator to be unreasonableare otherwise unenforceable, Executive and then the Company parties hereto agree that the maximum periodenforceable duration, scope scope, or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope scope, or area, and that the court making the determination of invalidity or arbitrator unenforceability shall have the power to revise the restrictions contained herein scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes the closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified to cover the maximum periodduration, scope and scope, or area permitted by law. . (c) If any of the Restrictive Covenants provisions of Sections 6, 7, and 8 are determined violated, then the time limitations set forth in those sections shall be extended for a period of time equal to the period of time during which such breach occurs, and, in the event the Company is required to seek relief from such breach before any court, board or other tribunal, then the time limitation shall be wholly extended for a period of time equal to the pendency of such proceedings, including all appeals. (d) The provisions of Sections 5 through 12 shall survive any termination of Employee’s employment and termination of this Agreement; provided, however, if the Employment Period expires because the Expiration Date has been reached while Employee remains employed and the Company refuses to extend the Employment Period under this Agreement or partially unenforceable another employment agreement with material terms (other than the length of the term) as favorable to Employee as in any jurisdictionthis Agreement, such determination then Employee’s obligations under Section 6 shall not be a bar to or in any way diminish expire as of the Company’s right to enforce any such covenant in any other jurisdictionExpiration Date.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by Participant, the Participant agrees that (i) any shares of Restricted Stock issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration and (ii) in any jurisdictionthe event that the Participant sold the shares of Restricted Stock issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such determination shall not be a bar to or in any way diminish payment, the Company’s right to enforce any such covenant in any other jurisdictionprice at which the Participant sold the shares.

Enforcement. In signing this Agreement, Executive gives the Company assurance that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 7. Executive agrees that these restraints are necessary for the proper protection of the Company Group and their Affiliates and their trade secrets and Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Restricted Period, Executive will provide a copy of this Agreement (including, without limitation, Section 7) to such entity. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company Group, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be an insufficient remedy for the Company Group and equitable enforcement of the covenant would be proper. Executive therefore agrees that the Company Group, in addition to any other remedies available to it, shall be entitled to seek preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the necessity of showing actual monetary damages or the posting of a bond or other security. Executive understands and agrees that: (i) the purpose that if it is finally determined that he violated any of the covenants obligations set forth in Sections 5 through the Restrictive Covenants (as defined below), the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation; provided that such litigation was initiated during the period of restriction. Executive and the Company further agree that, in the event that any provision of this Section 7 above (is determined by any court of competent jurisdiction to be unenforceable by reason of it being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the “Restrictive Covenants”) maximum extent permitted by law. It is to protect the goodwill, trade secrets and other confidential information also agreed that each of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages Affiliates of the Company in Group will have the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach right to enforce all of Executive’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 7, and that such parties’ ability to enforce their rights under the Restrictive Covenants would be inadequate. or applicable law against Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or impaired in any way diminish by the Company’s right to enforce any such covenant in existence of a claim or cause of action on the part of Executive based on, or arising out of, this Agreement or any other jurisdictionevent or transaction relating thereto other than Section 4, Section 6 or Section 8 of this Agreement or any other event or transaction relating thereto.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 8 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants Sections 5 through 8 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcovenant under Sections 5 through 8, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants Sections 5 through 8 is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants covenants of Sections 5 through 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges This Agreement shall be binding solely on Investor and agrees that: any Investor Assignees under this Agreement and inure solely to the benefit of Parent, and nothing in this Agreement (other than as set forth in this Section 3), express or implied, shall be construed to confer upon or give to any Person other than Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, (x) the contribution to Parent of all or any of the Commitment (subject to the terms and conditions set forth in this Agreement) or (y) any other provisions of this Agreement; provided, however, that the Company is hereby expressly made a third party beneficiary (a) of the rights granted to Parent hereby only for the purpose of seeking specific performance of Parent’s right to cause the Commitment to be contributed to Parent by Investor and any Investor Assignee in accordance with Section 1 and Section 2 of this Agreement (solely to the extent that Parent can enforce the Commitment pursuant to the terms hereof) and (b) for the purpose of specifically enforcing the Company’s rights to consent to certain matters as expressly provided in this Agreement, and for no other purpose (including any claim for monetary damages hereunder) and only if, in the case of clause (a) above, (i) the purpose Company is entitled to pursue specific performance pursuant to Section 8.08 (Specific Enforcement) of the covenants Merger Agreement and (ii) the Company is also seeking enforcement of each Other Investor’s corresponding funding obligations under the applicable Other Commitment Letters (except for any Other Investor who has satisfied and performed, or has irrevocably confirmed in writing that it is prepared to satisfy and perform, in full, its corresponding funding obligations under the applicable Other Commitment Letter), but with any actual performance by Investor hereunder subject to satisfaction of the conditions set forth in Sections 5 through 7 above Section 2 (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business or waiver by Investor in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition toits sole discretion), and not in lieu of, any other right no event shall Investor be required to fund all or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect Commitment unless the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants conditions set forth in Section 7 2 are found satisfied (or waived by a court or an arbitrator to be unreasonable, Executive Investor in its sole discretion). Investor acknowledges and the Company agree agrees that the maximum period, scope availability of any monetary damages against Parent or geographical area that is found Merger Sub pursuant to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination Merger Agreement shall not be a bar construed to diminish or otherwise impair in any way diminish respect the Company’s right to enforce specific enforcement to cause Parent to cause, or directly cause, Investor and any such covenant Investor Assignees to fund, the Commitment to the extent permitted by the immediately preceding sentence. The Company’s status as a third party beneficiary is specifically conditioned upon the acceptance by the Company of (and the agreement of the Company to comply with) the covenants, agreements and acknowledgments applicable to it set forth in this Agreement. Except as expressly set forth in this Section 3, (A) this Agreement may be enforced only by Parent at the direction of its equityholders in their sole discretion and (B) this Agreement cannot be enforced, and none of Parent’s nor Merger Sub’s creditors (other than the Company to the extent provided herein) or any other jurisdictionPerson claiming by, through, or on behalf or for the benefit of Parent, Merger Sub, or the Company shall have any right to enforce, or to cause Parent or Merger Sub to enforce, this Agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained in the Merger Agreement or in this Agreement, and notwithstanding that this Agreement is referred to in the Merger Agreement, no party other than Parent and, solely to the extent provided in this Section 3, the Company, shall have any rights against Investor pursuant to this Agreement.

Enforcement. Executive acknowledges and agrees that: If Indemnitee has not received a determination of entitlement to indemnification or an advance, as the case may be, within the applicable time periods for such actions specified in this Agreement, or if it has been determined that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall be entitled to commence an action in any court of competent jurisdiction (including the court in which the Proceeding (as to which Indemnitee seeks indemnification) is or was pending) (i) in the purpose former case, seeking enforcement of Indemnitee's rights under this Agreement or otherwise, or seeking an initial determination by the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillcourt, trade secrets and other confidential information of the Company; or (ii) because in the latter case, challenging any such determination or any aspect thereof, including the legal or factual bases therefor. The Company hereby consents to service of the nature of the business process and to appear generally in which any such proceeding. It shall be a defense to any such action that applicable law does not permit the Company is engaged and because of to indemnify Indemnitee for the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached amount claimed. In any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantaction, the Company shall have the right (burden of proving that indemnification or advances are not proper in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion circumstances of the Restrictive Covenants specific case. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification is hereafter determined to be invalid or unenforceable in any respectproper under the circumstances because Indemnitee has met the standard of conduct under applicable law, nor an actual determination by the Company that Indemnitee has not met such determination shall not affect the remainder thereofstandard of conduct, which shall be given the maximum effect possible and shall be fully enforced, without regard a defense to the invalid portionsaction or create a presumption that Indemnitee has not met that standard of conduct. In particularThe Company shall indemnify Indemnitee for Expenses incurred by Indemnitee in connection with the successful establishment or enforcement, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to whole or in any way diminish the Company’s part, by Indemnitee of Indemnitee's right to enforce any such covenant in any other jurisdictionindemnification or advances.

Enforcement. Executive acknowledges In signing this Agreement, I give the Company assurance that I have carefully read and agrees considered all of the restraints imposed on me hereunder, that I have not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that I have signed this Agreement knowingly and voluntarily. I agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company, and are reasonable in respect to subject matter, length of time and geographic area. I further agree that: (i) the purpose , were I to breach any of the covenants set forth in Sections 5 through 7 above (contained herein, the “Restrictive Covenants”) is damage to protect the goodwill, trade secrets and other confidential information of Company would be irreparable. I therefore agree that the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, to any other right or remedy that may be remedies available to it) , shall be entitled to temporary preliminary and permanent injunctive relief from a court of competent jurisdictionjurisdiction against any breach or threatened breach by me of any such covenants, without posting any bond or other security and without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. So that the necessity of proof of actual damage. If any portion Company may enjoy the full benefit of the Restrictive Covenants is hereafter determined to be invalid or unenforceable covenants contained in any respectSections 8.C and 8.D above, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company I further agree that the maximum periodNon-Solicit Period shall be tolled, scope and shall not run, during the period of any breach by me of such covenants. I also agree that if I violate any fiduciary duty to the Company or geographical area unlawfully take any Company Confidential Information or other property belonging to the Company, the Post-Termination Non-Competition Period in Section 8.B will extend by the time during which I engage in such violation(s), for up to a total of two (2) years following the termination of my employment. In the event that any provision of this Agreement is found determined by any court of competent jurisdiction to be reasonable unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein deemed to cover be modified to permit its enforcement to the maximum period, scope and area extent permitted by law. If any Finally, no claimed breach of the Restrictive Covenants are determined this Agreement or other violation of law attributed to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right , or change in the nature or scope of my employment or other relationship with the Company, shall operate to enforce any such covenant in any other jurisdictionexcuse me from the performance of my obligations under this Agreement.

Enforcement. The Executive acknowledges and agrees that: (i) that in the purpose event of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillany breach of this Section 8, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages interests of the Company in and the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would Company Affiliates will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantirreparably injured, the full extent of the damages to the Company shall have and the right (in addition toCompany Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and the Company Affiliates, and not in lieu ofthe Company will be entitled to enforce this Agreement by a temporary, any other right or remedy that may be available to it) to temporary and preliminary and/or permanent injunctive relief from a court of competent jurisdiction, without posting any bond injunction or other security and equitable relief, without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid posting bond or unenforceable in any respect, such determination shall not affect the remainder thereofsecurity, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portionsExecutive expressly waives. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive The Company and the Company Affiliates each acknowledge that in the event of any breach of this Agreement, the interests of the Executive will be irreparably injured, the full extent of damages to the Executive will be impossible to ascertain, monetary damages will not be an adequate remedy for the Executive, and the Executive will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Company expressly waives. The Company and the Executive each understand that the other may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the right of either party to enforce any other requirements or provisions of this Agreement. The Company and the Executive agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, each of their obligations specified in this Agreement are separate and independent covenants and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If unenforceability of any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination them shall not preclude the enforcement of any other covenants in this Agreement. The Executive further agrees that any breach of this Agreement by the Company prior to the Date of Termination shall not release the Executive from compliance with his obligations under this Section 8, as long as the Company fully complies with Sections 7 and 10. The Company further agrees that any breach during the Employment Period of this Agreement by the Executive that does not result in the Executive being terminated for Cause shall not release the Company from compliance with its obligations under this Agreement. Notwithstanding the foregoing two sentences, neither the Company nor the Executive shall be precluded from pursuing judicial remedies as a bar to or in any way diminish the Company’s right to enforce result of any such covenant in any other jurisdictionbreaches.

Enforcement. Executive acknowledges (a) Subject to Section 6.3.2(c), Novartis will have the initial right to bring and agrees that: (i) control any legal action in connection with the purpose Third Party Infringement against a Third Party who is infringing the relevant Intellectual Property Rights by making, using or selling a product that contains a compound that inhibits the Target of the covenants set forth a Profile, at its own expense as it reasonably determines appropriate, and Infinity may choose, at its own expense, to be represented in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenantsaction by counsel of its own choice; in any event, if Infinity is required as a necessary party to such action, Novartis shall pay Infinity’s reasonable expenses associated therewith. At the request and (iii) remedies at law (expense of Novartis, Infinity shall provide reasonable assistance to Novartis in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action. In connection with any such as monetary damages) for proceeding, Novartis shall not enter into any breach of Executive’s obligations under settlement admitting the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu invalidity of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionotherwise impairing Infinity’s rights in, without posting any bond Infinity Intellectual Property or other security and Joint IP without the necessity prior written consent of proof Infinity. Any recoveries resulting from such an action relating to a claim of actual damage. If Third Party Infringement (after payment of each Party’s costs and expenses) will be retained by Novartis; provided, however, that any portion of the Restrictive Covenants is hereafter determined such recovery (after payment of each Party’s costs and expenses) other than any amounts attributable to be invalid multiple or unenforceable in any respect, such determination shall not affect the remainder thereof, which punitive damages shall be given the maximum effect possible treated as Net Sales of Novartis with respect to a Licensed Product and shall be fully enforced, without regard subject to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants a royalty payment to Infinity as set forth in Section 7 are found 7.5. (b) If, within [**] days after Novartis’ receipt of a notice of Third Party Infringement with respect to Joint IP or Infinity Intellectual Property, Novartis does not bring legal action as permitted hereunder against a Third Party who is infringing such Intellectual Property Rights by making, using or selling a court product that contains a compound that inhibits the Target of a Profile, Infinity may, in its sole discretion, bring and control any legal action in connection therewith at its sole expense. At the request and expense of Infinity, Novartis shall provide reasonable assistance to Infinity in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action. In connection with any such proceeding, Infinity shall not enter into any settlement admitting the invalidity of or otherwise impairing Novartis’ rights under the Joint IP or such Infinity Intellectual Property without the prior written consent of Novartis. For the sake of clarity, in no event will Novartis be required to consent to any settlement that impairs Novartis’ rights under Joint IP or Infinity Intellectual Property hereunder. Any recoveries resulting from such an arbitrator action relating to a claim of Third Party Infringement (after payment of each Party’s costs and expenses) will be unreasonable, Executive retained by Infinity. (c) If the Parties receive notice of a Third Party Infringement with respect to Joint IP or Infinity Intellectual Property and the Company agree relevant Third Party is infringing such Intellectual Property Rights by making, using or selling a product that contains a compound(s) that inhibits the maximum period, scope or geographical area Target of a Profile and another target that is found not a Target and Infinity, its Affiliates or licensees are researching, developing or commercializing a compound that inhibits such other target, the Parties shall discuss and determine which Party shall enforce the Infinity Intellectual Property with respect to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionThird Party Infringement.

Enforcement. Executive acknowledges Except as provided in Section 4.6 of the Indenture, no Holder of any Debt Securities of any Series shall have any right by virtue of or by availing itself of any provision of the Indenture or of the Debt Securities of such Series to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or of the Debt Securities, or for any other remedy hereunder or under the Debt Securities, unless (a) such Holder previously shall have given to the Trustee written notice of default and agrees that: of the continuance thereof with respect to such Series of Debt Securities, (ib) the purpose Holders of the covenants set forth not less than 25% in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information aggregate principal amount Outstanding of the Company; (ii) because Debt Securities of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company Series shall have made specific written request to the right (Trustee to institute such action, suit or proceeding in addition to, its own name as Trustee hereunder and not in lieu of, any other right or remedy that may be available shall have provided to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond the Trustee such indemnity or other security as it may require against the costs, expenses and without liabilities to be incurred therein or thereby and (c) the necessity Trustee for 60 days after its receipt of proof such notice, request and provision of actual damage. If indemnity or other security, shall have failed to institute any portion such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9 of the Restrictive Covenants is hereafter determined to be invalid Indenture, it being understood and intended, and being expressly covenanted by every Holder of Debt Securities of a Series with every other Holder of Debt Securities of such Series and the Trustee, that no one or unenforceable more Holders shall have any right in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality manner whatever by virtue or by availing itself of any provision of the foregoing, if the covenants set forth in Section 7 are found by a court Indenture or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined Debt Securities to be wholly affect, disturb or partially unenforceable in prejudice the rights of any jurisdictionother Holder of Debt Securities of such Series or to obtain priority over or preference to any other such Holder, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any right under the Indenture or under the Debt Securities of such covenant Series, except in any other jurisdictionthe manner herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities of such Series. For the protection and enforcement of this Paragraph 10, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Enforcement. The Executive acknowledges that the services provided by him pursuant to this Agreement are of a unique nature and agrees that: (i) the purpose of extraordinary value and of such a character that a material breach of the covenants set forth provisions of either Paragraph 4.1 or 4.2 of this Agreement by the Executive will result in Sections 5 through 7 above (irreparable damage and injury to the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in Corporation for which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessCorporation will not have any adequate remedy at law. Therefore, it would be impractical and excessively difficult to determine the actual damages of the Company in the event that the Executive breached commits or threatens to commit any such covenants; breach, the Corporation will have (a) the right and remedy to have the provisions of Paragraphs 4.1 and 4.2 of this Agreement specifically enforced by any court having equity jurisdiction, it being agreed that in any proceeding for an injunction, and upon any motion for a temporary or permanent injunction, the Executive’s ability to answer in damages shall not be a bar or interposed as a defense to the granting of such injunction and (iiib) remedies at law the right and remedy to require the Executive to account for and to pay over to the Corporation all compensation, profits, monies, accruals, increments and other benefits (such hereinafter referred to collectively as monetary damagesthe “Benefits”) for derived or received by him as a result of any transactions constituting a breach of Executive’s obligations under any of the Restrictive Covenants would provisions of Paragraphs 4.1 and 4.2 of this Agreement, and the Executive hereby agrees to account for and pay over such Benefits to the Corporation. Each of the rights and remedies enumerated in (a) and (b) above shall be inadequate. Executive therefore agrees independent of the other, and consents that if Executive commits any breach shall be severally enforceable, and all of a Restrictive Covenant, the Company such rights and remedies shall have the right (be in addition to, and not in lieu of, any other right or remedy that may be rights and remedies available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond the Corporation under law or other security and without the necessity of proof of actual damagein equity. If any portion of the Restrictive Covenants covenant in this Article 4 is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator held to be unreasonable, Executive and the Company agree that the maximum periodarbitrary, scope or geographical area that is found against public policy, such covenant will be considered to be reasonable shall be substituted for the stated perioddivisible with respect to scope, scope or time and geographic area, and that such lesser scope, time, or geographic area, or all of them, as the court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The undertakings of Article 4 shall survive the termination or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any cancellation of the Restrictive Covenants are determined to be wholly Agreement or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish of the CompanyExecutive’s right to enforce any such covenant in any other jurisdictiontermination.

Enforcement. The Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for of any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Section 7, the Company shall have business interests of the right (in addition toEmployer and the Employer Affiliates could be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates may be impossible to ascertain, monetary damages may not be an adequate remedy for the Employer and the Employer Affiliates, and not in lieu ofthe Employer will be entitled to seek to enforce this Agreement by a temporary, any other right or remedy that may be available to it) to temporary and preliminary and/or permanent injunctive relief from a court of competent jurisdiction, without posting any bond injunction or other security and equitable relief, without the necessity of proof of actual damageposting bond or security, which the Executive expressly waives. If any portion The Executive understands that the Employer may waive some of the Restrictive Covenants is hereafter determined requirements expressed in this Agreement, but that such a waiver to be invalid or unenforceable effective must be made in any respect, such determination shall writing and should not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish be deemed a waiver of the CompanyEmployer’s right to enforce any such other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant in and that the unenforceability of any of them shall not preclude the enforcement of any other jurisdictioncovenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. It is also agreed that each of the Employer Affiliates will have the right to enforce all of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive (1) The Participant acknowledges that compliance with all provisions, covenants and agrees that: agreements set forth in this Agreement, and the duration, terms and geographical area thereof, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (i2) The Participant acknowledges that a breach of the purpose Participant’s obligations under this Section 11 will result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (3) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and will not cause any undue hardship upon the Participant. (4) In the event of the violation by the Participant of any of the covenants set forth contained in Sections 5 through 7 above (Section 11 the “Restrictive Covenants”) is terms of each such covenant so violated shall be automatically extended from the date on which the Participant permanently ceases such violation for a period equal to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business period in which the Company is engaged and because Participant was in breach of the nature covenant or for a period of twelve (12) months from the date of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from entry by a court of competent jurisdictionjurisdiction of an order or judgment enforcing such covenant(s), without posting any bond or other security whichever period is later; provided, however, this extension of time shall be capped, except as to violations of Section 11(d), so that the extension of time does not exceed two years from the date Participant’s employment ended, and without if this extension would make the necessity of proof of actual damage. If any portion restriction unenforceable under applicable law it will not be applied. (5) Each of the Restrictive restrictive covenants contained in this Agreement is independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to the Company and/or its Subsidiaries and Affiliates. Further, should Participant be subject to an agreement with the Company containing confidentiality, non-solicitation, and/or noncompetition provisions, the restrictive covenants in this Agreement shall supplement (rather than supersede) the covenants in such other agreements (“Other Covenants”), and the Other Covenants is hereafter determined to be invalid shall remain in full force and effect. The existence of any claim or unenforceable in any respectcause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, such determination whether based on this Agreement or otherwise, shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard create a defense to the invalid portions. In particularenforcement by the Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in this Agreement. (6) Unless otherwise stated in Section 11(h), without limiting the generality Participant received a copy of this Agreement at least fourteen (14) days in advance of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator date Participant was expected to be unreasonable, Executive and sign it. Participant understands that the Company agree that the maximum period, scope or geographical area that is found has advised them to be reasonable shall be substituted for the stated period, scope or area, use this time to consult with an attorney regarding this Agreement and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be Participant has a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiondo so.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the CompanyParent Company and its Subsidiaries; (ii) because of the nature of the business in which the Parent Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Parent Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 8 above (the “"Restrictive Covenants”") is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s 's obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s 's right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges (a) The Corporation expressly confirms and agrees that: (i) that it has entered into this Agreement and assumed the purpose obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the covenants Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as a director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. (b) In any action commenced pursuant to this section 15, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement are unique and special, trade secrets and other confidential information that failure of the Company; (ii) because Corporation to comply with the provisions of the nature of the business in this Agreement will cause irreparable and immediate injury to Indemnitee, for which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies a remedy at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of As a Restrictive Covenantresult, the Company shall have the right (in addition to, and not in lieu of, to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that may Indemnitee shall deem it necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be available entitled to itrecover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to temporary the Indemnitee at the time such fees, costs, and permanent injunctive relief from a court expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this section 15, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this section 15 that Indemnitee is entitled to receive part but not all of competent jurisdictionthe indemnification or advancement of fees, without posting any bond costs, and expenses or other security and without benefit sought, the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined expenses incurred by Indemnitee in connection with an action pursuant to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which this section 15 shall be given equitably allocated between the maximum effect possible Corporation and shall be fully enforced, without regard to the invalid portionsIndemnitee. In particular, without limiting the generality of Notwithstanding the foregoing, if the covenants set forth a Change in Section 7 are found by a court or an arbitrator to be unreasonableControl shall have occurred, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable Indemnitee shall be substituted for entitled to indemnification under this section 15 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This section 15(d) is not subject to the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any provisions of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionsection 8.

Enforcement. Executive acknowledges and agrees that: (ia) If the purpose Secured Indebtedness is not paid in full when the same shall become due, whether by acceleration or otherwise, Grantee, at its option, may sell all or any part of the covenants set forth in Sections 5 through 7 above (Property at public sale or sales before the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information door of the Company; (ii) because courthouse of the nature of the business county in which the Company is engaged and because Property or any part of the nature Property is situated, to the highest bidder for cash, in order to pay the Secured Indebtedness and all expenses of the Confidential Information to which Executive has accesssale and of all proceedings in connection therewith, it would be impractical and excessively difficult to determine including reasonable attorneys’ fees actually incurred, after advertising the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenanttime, the Company shall have the right (in addition toplace, and not in lieu of, any other right or remedy that may be available to itterms of sale once a week for four (4) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, weeks immediately preceding such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, sale (but without regard to the invalid portionsnumber of days) in a newspaper in which Sheriff’s sales are advertised in such county. In particularAt any such public sale, without limiting Grantee may execute and deliver to the generality purchaser a conveyance of the foregoingProperty or any part of the Property in fee simple, if with full warranties of title, and to this end, Grantor hereby constitutes and appoints Grantee the covenants set forth agent and attorney-in-fact of Grantor to make such sale and conveyance, and thereby to divest Grantor of all right, title, or equity that Grantor may have in Section 7 and to the Property and to vest the same in the purchaser or purchasers at such sale or sales, and all the acts and doings of such agent and attorney-in-fact are found by hereby ratified and confirmed and any recitals in such conveyance or conveyances as to facts essential to a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable valid sale shall be substituted for the stated period, scope binding upon Grantor. Such power of sale and agency hereby granted are coupled with an interest and are irrevocable by death or areaotherwise, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any are granted as cumulative of the Restrictive Covenants are determined to be wholly other remedies provided hereby or partially unenforceable in any jurisdiction, such determination by law for collection of the Secured Indebtedness and shall not be a bar exhausted by one exercise thereof but may be exercised until full payment of all of the Secured Indebtedness. In the event of any sale under this Security Deed by virtue of the exercise of the powers herein granted, or pursuant to any order in any judicial proceeding or otherwise, the Property may be sold as an entirety or in separate parcels and in such manner or order as Grantee in its sole discretion may elect, and one or more exercises of the powers herein granted shall not extinguish, nor exhaust such powers, until the entire Property is sold or the Secured Indebtedness is paid in full. If the Secured Indebtedness is now or hereafter further secured by any way diminish chattel mortgages, pledges, contracts of guaranty, assignments of lease or other security instruments, Grantee may at its option exhaust the Company’s right remedies granted under any of such security instruments either concurrently or independently, and in such order as Grantee may determine. (b) If an Event of Default shall have occurred and be continuing, Grantee may, in addition to and not in abrogation of the rights covered under Section 2.05(a), either with or without entry or taking possession as herein provided or otherwise, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) to enforce payment of the Obligations or the performance of any such covenant in term, covenant, condition, or agreement of this Security Deed or any other jurisdictionright and (ii) to pursue any other remedy available to it, all as Grantee shall determine most effectual for such purposes.

Enforcement. Executive acknowledges The parties acknowledge that the type and agrees that: (i) periods of restriction imposed in the purpose provisions of this Section 7 above are fair and reasonable and are reasonably required for the protection of the covenants set forth in Sections 5 through 7 above (legitimate interests of the “Restrictive Covenants”) is to protect Company and the goodwillconfidential information, trade secrets proprietary property and other confidential information goodwill associated with the business of the Company; (ii) because and that the time, scope, geographic area, line of business and other provisions of this Section 7 have been specifically negotiated by sophisticated parties and are given as an integral part of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accesstransactions contemplated by this Agreement, it would be impractical being understood that the customers and excessively difficult to determine the actual damages Business Associates of the Company may be located anywhere in the event Executive breached any world and accordingly it is reasonable that the restrictive covenants set forth herein are not limited by narrow geographic area but generally by the location of such covenants; potential customers and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damageBusiness Associates. If any portion of the Restrictive Covenants covenants in Section 7 above, or any part thereof, is hereafter determined construed to be invalid or unenforceable in any respectunenforceable, such determination the same shall not affect the remainder thereofof the covenant or covenants, which shall be given the maximum effect possible and shall be fully enforcedfull effect, without regard to the invalid portions. In particularthe event that any covenant contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, without limiting it shall be interpreted to extend only over the generality maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The temporal duration of any the covenants contained in this Section 7 shall not expire, and shall be tolled, during any period that the Executive is in violation of any such covenant, and all such covenants shall automatically be extended by the period of the foregoing, if Executive’s violation thereof. The existence of any claim or cause of action which the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and may have against the Company agree that shall not constitute a defense or bar to the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If enforcement of any of the Restrictive Covenants are determined to provisions of this Agreement and shall be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish pursued through separate court action by the Company’s right to enforce any such covenant in any other jurisdictionExecutive.

Enforcement. Executive acknowledges and agrees that: If Indemnitee has not received a determination of entitlement to indemnification or an advance, as the case may be, within the applicable time periods for such actions specified in this Agreement, or if it has been determined that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall be entitled to commence an action in any court of competent jurisdiction (including the court in which the Proceeding as to which Indemnitee seeks indemnification is or was pending) (i) in the purpose former case, seeking enforcement of Indemnitee’s rights under this Agreement or otherwise, or seeking an initial determination by the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillcourt, trade secrets and other confidential information of the Company; or (ii) because in the latter case, challenging any such determination or any aspect thereof, including the legal or factual bases therefor. The Company hereby consents to service of the nature of the business process and to appear generally in which any such proceeding. It shall be a defense to any such action that applicable law does not permit the Company is engaged and because of to indemnify Indemnitee for the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached amount claimed. In any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantaction, the Company shall have the right (burden of proving that indemnification or advances are not proper in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion circumstances of the Restrictive Covenants specific case. Neither the failure of the Company to have made a determination prior to the commencement of such action that indemnification is hereafter determined to be invalid or unenforceable in any respectproper under the circumstances because Indemnitee has met the standard of conduct under applicable law, nor an actual determination by the Company that Indemnitee has not met such determination shall not affect the remainder thereofstandard of conduct, which shall be given the maximum effect possible and shall be fully enforced, without regard a defense to the invalid portionsaction or create a presumption that Indemnitee has not met that standard of conduct. In particularThe Company shall indemnify Indemnitee for Expenses incurred by Indemnitee in connection with the successful establishment or enforcement, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to whole or in any way diminish the Company’s part, by Indemnitee of his right to enforce any such covenant in any other jurisdictionindemnification or advances.

Enforcement. (a) The Executive acknowledges and agrees that the provisions of Section 10 and Section 11 are in consideration of: (1) the Base Salary and the other compensation payable hereunder (including any payments during the Severance Period) and (2) additional good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Executive expressly agrees and acknowledges that: (i) the purpose of restrictions contained in Section 10 and Section 11 (A) are reasonable with respect to subject matter, time period and geographical area; (B) do not preclude the covenants set forth in Sections 5 through 7 above Executive from earning a livelihood; and (C) do not unreasonably impose limitations on the “Restrictive Covenants”) is Executive’s ability to protect the goodwillearn a living, trade secrets and other confidential information of the Company; (ii) because the potential harm to the Company and its subsidiaries and affiliates of the nature non-enforcement of the business restrictions contained in which Section 10 and Section 11 outweighs any harm to the Company Executive of such enforcement by injunction or otherwise and (iii) the Executive has carefully read this Agreement, has given careful consideration to the restraints imposed upon the Executive by this Agreement and is engaged in full accord as to their necessity for the reasonable and because of the nature proper protection of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in and its subsidiaries and affiliates. (b) If, at the event Executive breached time of enforcement of any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations Sections 8 through 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcircumstances then existing, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties agree that the maximum periodduration, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope or area, area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If Because the Executive’s services are unique and because he has access to Confidential Information and Work Product, the parties hereto acknowledge and agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by the Executive of any of Sections 8 through 11, the Restrictive Covenants Noncompete Period and the Nonsolicit Period shall be tolled until such breach or violation has been duly cured. The Executive agrees that the restrictions contained in Sections 8 through 11 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionreasonable.

Enforcement. Executive acknowledges Subject to the provisions of Section 11.4 and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantArticle XII, the Company Declarant, the Association, the Architectural Committee, or any Owner shall have the right (but not the obligation) to enforce the terms of this Declaration and any amendment thereto. Failure by the Association, the Architectural Committee, or any Owner to enforce the same shall in addition tono event be deemed a waiver of the right to do so thereafter. Deeds of conveyance of the Property may reference this Declaration, but whether or not such reference is made, each and not in lieu of, all of the terms of this Declaration shall be valid and binding upon the respective grantees. Violators of any other right one or remedy that more of the terms hereof may be available to it) to temporary and permanent injunctive relief from a restrained by any court of competent jurisdictionjurisdiction and damages awarded against such violators, provided, however, that a violation shall not affect the lien of any First Mortgage. If the Architectural Committee enforces any provision of the Project Documents, the cost of the enforcement shall be paid by the Association. In addition to any enforcement rights otherwise available to the Association, the Association shall have the right to enforce any provision of this Declaration by directly taking action necessary to cure or remove a breach of this Declaration, including without posting limitation, removal, repair or replacement of any bond sign, landscaping or other security and without the necessity of proof of actual damage. If Improvement on any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable Property; in any respectsuch event, such determination shall not affect the remainder thereof, which Association shall be given entitled to recover the maximum effect possible costs incurred by the Association in connection with such cure. Pursuant to such cure/removal right of the Association, the Association or its authorized agents may, upon reasonable written notice (or immediately, for willful and recurrent violations, when written notice has previously been given), enter any Lot in which a violation exists and may correct such violation at the expense of the Owner of such Lot, and the Association and its agents are hereby granted an easement for such purpose. Such expenses, and such fines as may be imposed pursuant to this Declaration, the Bylaws, or Association Rules, shall be fully enforceda special Assessment secured by an Assessment Lien upon such Lot enforceable in accordance with the provisions of this Declaration. All remedies available at law or equity shall be available in the event of any breach of any provision of this Section by any Owner, tenant or other person. In addition, the Water Management District shall have the right to enforce, by a proceeding at law or in equity, the provisions contained in this Declaration that relate to the maintenance, operation and repair of the Surface Water Management System for the Property. This shall include, without regard limitation, the right to bring a civil action for an injunction and penalties against the Association to compel it to correct any outstanding violations of the District Permit or the provisions of this Declaration pertaining to the invalid portions. In particular, without limiting Surface Water Management System or in mitigation or conservation areas under the generality responsibility of control of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionAssociation.

Enforcement. If Subsections 9. b., c. or d of this Agreement, as applied to Executive or any other Person, is adjudged by a court to be invalid or unenforceable, in whole or in part, the same will in no way affect any other provision of those Subsections or any other part of this Agreement, the application of that provision in any other circumstances or the validity or enforceability of this Agreement. If any provision, or any part of any provision, is held to be unenforceable because of the duration of the provision or the area covered by the provision, the parties agree that the court making such determination will have the power to reduce the duration and/or area of the provision to the longest permissible duration and largest permissible area, and/or to delete specific words or phrases, and in its reduced form Subsections 9. b., c. or d. will then be enforced. It is agreed by the parties hereto that the restrictions set forth in this Section 9 are reasonable and necessary to protect the goodwill of the Company, and the Company’s legitimate business interests. Further, Executive specifically acknowledges and agrees that: that (i) the purpose of the covenants non-competition and other restraints set forth in Sections 5 through 7 above (this Agreement are reasonable in scope and content, not over broad, undue in duration, or otherwise unreasonable in view of the “Restrictive Covenants”) is need to protect the goodwill, trade secrets goodwill and other confidential information legitimate business interests of the Company; (ii) because of the nature of the business in which . Because the Company is engaged and because will be irreparably damaged if the provisions of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Agreement are not specifically enforced, the Company shall have the right (in addition tobe entitled to a temporary or permanent injunction restraining any violation or threatened violation of this Agreement, and not in lieu of, or any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court appropriate decree of competent jurisdictionspecific performance, without posting any bond or other security and without the necessity of proof of showing any actual damagedamage or that monetary damages would not provide an adequate remedy. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination Such remedies shall not affect the remainder thereof, which shall be given the maximum effect possible exclusive and shall be fully enforced, without regard in addition to any other remedy which the invalid portionsCompany may have as a result of any such violation. In particular, without limiting Nothing contained in this Section shall be construed as prohibiting the generality Company from pursuing all other remedies available to them for a breach of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any provisions of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionthis Agreement.

Enforcement. Executive (1) The Participant acknowledges that compliance with all provisions, covenants and agrees that: agreements set forth in this Agreement, and the duration, terms and geographical area thereof, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (i2) The Participant acknowledges that a breach of the purpose Participant’s obligations under this Section 11 may result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (3) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and will not cause any undue hardship upon the Participant. (4) In the event of the violation by the Participant of any of the covenants set forth contained in Sections 5 through 7 above (Section 11 the “Restrictive Covenants”) is terms of each such covenant so violated shall be automatically extended from the date on which the Participant permanently ceases such violation for a period equal to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business period in which the Company is engaged and because Participant was in breach of the nature covenant or for a period of twelve (12) months from the date of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from entry by a court of competent jurisdictionjurisdiction of an order or judgment enforcing such covenant(s), without posting any bond or other security whichever period is later; provided, however, this extension of time shall be capped, except as to violations of Section 11(d), so that the extension of time does not exceed two years from the date Participant’s employment ended, and without if this extension would make the necessity of proof of actual damage. If any portion restriction unenforceable under applicable law it will not be applied. (5) Each of the Restrictive restrictive covenants contained in this Agreement is independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to the Company and/or its Subsidiaries and Affiliates. Further, should Participant be subject to an agreement with the Company containing confidentiality, non-solicitation, and/or noncompetition provisions, the restrictive covenants in this Agreement shall supplement (rather than supersede) the covenants in such other agreements (“Other Covenants”), and the Other Covenants is hereafter determined to be invalid shall remain in full force and effect. The existence of any claim or unenforceable in any respectcause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, such determination whether based on this Agreement or otherwise, shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard create a defense to the invalid portions. In particularenforcement by the Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in this Agreement. (6) Unless otherwise stated in Section 11(h), without limiting the generality Participant received a copy of this Agreement at least fourteen (14) days in advance of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator date Participant was expected to be unreasonable, Executive and sign it. Participant understands that the Company agree that the maximum period, scope or geographical area that is found has advised them to be reasonable shall be substituted for the stated period, scope or area, use this time to consult with an attorney regarding this Agreement and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be Participant has a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiondo so.

Enforcement. Executive acknowledges (a) This Agreement shall be construed, enforced and agrees that: (i) interpreted in accordance with and governed by the purpose laws of the covenants set forth in Sections 5 through 7 above State of Connecticut, without reference to its principles of conflict of laws, except to the extent that federal law shall be deemed to preempt such state laws. (b) It is the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information intention of the Company; (ii) because parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the nature Agreement. The covenants in Section 4 of this Agreement with respect to the Counties and the PMSA shall be deemed to be separate covenants with respect to each County and PMSA, and should any court of competent jurisdiction conclude or find that this Agreement or any portion is not enforceable with respect to any of the business Counties or PMSA, such conclusion or finding shall in no way render invalid or unenforceable the covenants herein with respect to any other County or PMSA. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this Agreement shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of this Agreement in order to render the same valid and enforceable. (c) The Consultant acknowledges that NewAlliance and NewAlliance Bank would not have entered into the Merger Agreement or intend to consummate the Merger unless the Consultant had, among other things, entered into this Agreement. Any breach of Sections 3 or 4 of this Agreement will result in irreparable damage to NewAlliance and NewAlliance Bank for which NewAlliance and NewAlliance Bank will not have an adequate remedy at law. In addition to any other remedies and damages available to NewAlliance and NewAlliance Bank, the Company is engaged Consultant further acknowledges that NewAlliance and because of the nature of the Confidential Information NewAlliance Bank shall be entitled to which Executive has access, it would be impractical and excessively difficult seek injunctive relief hereunder to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for enjoin any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach Sections 3 or 4 of a Restrictive Covenant, the Company shall have the right (in addition tothis Agreement, and not the parties hereby consent to any injunction issued in lieu of, favor of NewAlliance and NewAlliance Bank by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting prejudice to any bond other right or remedy to which NewAlliance and NewAlliance Bank may be entitled. The Consultant represents and acknowledges that, in light of his experience and capabilities, the Consultant can obtain employment with other security and without the necessity than a Competing Business or in a business engaged in other lines and/or of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid a different nature than those engaged in by NewAlliance or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court its subsidiaries or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areaaffiliates, and that the court or arbitrator shall revise enforcement of a remedy by way of injunction will not prevent the restrictions contained herein to cover Consultant from earning a livelihood. In the maximum periodevent of a breach of this Agreement by the Consultant, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable Consultant acknowledges that in any jurisdiction, such determination shall not be a bar addition to or in lieu of NewAlliance or NewAlliance Bank seeking injunctive relief, NewAlliance or NewAlliance Bank may also seek to recoup any way diminish or all amounts paid by NewAlliance or NewAlliance Bank to the Company’s right Consultant pursuant to enforce any such covenant Section 5 hereof. Each of the remedies available to NewAlliance and NewAlliance Bank in any other jurisdictionthe event of a breach by the Consultant shall be cumulative and not mutually exclusive.

Enforcement. Executive acknowledges Upon the happening of any Event of Default, the security granted herein shall become immediately enforceable and agrees that: (i) the purpose Vendors may at its option declare this Security Agreement to be in default and may exercise any rights, powers or remedies available to the Vendors at law or in equity or under the PPSA or other applicable legislation and, in addition, may exercise one or more of the covenants set forth in Sections 5 through 7 above following rights, powers or remedies, which rights, powers and remedies are cumulative: (a) to declare the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information full amount of the Company; Obligations to be immediately due and payable; (iib) because to terminate the Debtor's right to possession of the nature Collateral, cause the Debtor to immediately assemble and deliver the Collateral at such place or places as may be specified by the Vendors, and enter upon the premises where the Collateral is located and take immediate possession thereof, whether it is affixed to the realty or not, and remove the Collateral without liability to the Vendors for or by reason of such entry or taking of possession, whether for damage to property caused by taking such or otherwise; (c) to enter upon and hold, possess, use, repair, preserve and maintain all or any part of the business in which Collateral and make such replacements thereof and additions thereto as the Company is engaged Vendors shall deem advisable; (d) to sell, for cash or credit or part cash and because part credit, lease or dispose of or otherwise realize upon the whole of any part of the nature Collateral whether by public or private sale as the Vendors in its absolute discretion may determine, in accordance with applicable law, without notice to the Debtor or advertisement and after deducting from the proceeds of sale (including reasonable legal fees and disbursements) incurred in the repossession, sale, lease or other disposition of the Confidential Information Collateral apply the proceeds thereof to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company Obligations in the event Executive breached any such covenants; manner and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under order to be determined by the Restrictive Covenants would Vendors, provided however that the Vendors shall only be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, liable to account to the Company shall have the right (in addition to, and not in lieu ofDebtor, any other right or remedy subsequent encumbrancers and others for money actually received by the Vendors and provided that may be available to itthe Debtor shall pay any deficiency forthwith; (e) to temporary appoint by instrument in writing any person or persons to be a receiver or receiver and permanent injunctive relief from a court manager of competent jurisdiction, without posting any bond all or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined Collateral, to be invalid fix the receiver's remuneration and to remove any receiver so appointed and appoint another or unenforceable others in its stead; (f) to apply to any respect, such determination shall not affect court of competent jurisdiction for the remainder thereof, which shall be given the maximum effect possible appointment of a receiver or receiver and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality manager for all or any portion of the foregoing, if Collateral; (g) to retain the covenants set forth Collateral in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any satisfaction of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionObligations.

Enforcement. Executive acknowledges and agrees that: (i1) the purpose Section 21 of the covenants set forth in Sections 5 through 7 above Conveyancing and Law of Property Act (Cap. 61) (the “Restrictive CovenantsAct”) shall not apply to this Assignment. (2) If the Mortgagor shall fail to pay satisfy or discharge when due (or on demand, if the same is expressed to protect the goodwill, trade secrets and other confidential information be payable on demand) any part or parts of the Company; moneys and liabilities payable by the Mortgagor hereunder or if any time and for any reason (iiand whether within or beyond the control of any party to this Assignment) because any other Event of Default shall occur, the nature Mortgagee may at any time thereafter, whether or not any such Event of the business in which the Company Default is engaged continuing and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company notwithstanding any other provisions contained herein or in the event Executive breached Mortgage, by notice in writing to the Mortgagor that an Event of Default has occurred whereupon all moneys and liabilities due owing or payable by the Mortgagor to the Mortgagee hereunder shall become immediately due and payable and the security hereby created shall become immediately enforceable and the power of sale and all other powers conferred by the Act and/or this Assignment shall arise and may be immediately exercised by the Mortgagee. The Mortgagee may exercise the power of sale conferred on mortgagees by the Act (as varied and extended by this Assignment) free from the restrictions imposed by Section 25 thereof. (3) The powers conferred by this Assignment in relation to the Assigned Property or any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under part thereof on the Restrictive Covenants would Mortgagee shall be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, to and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without substitution for the necessity of proof of actual damage. If any portion of powers conferred on mortgagees under the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereofAct, which shall be given the maximum effect possible and shall be fully enforced, without regard apply to the invalid portionssecurity created by this Assignment except insofar as they are expressly or impliedly excluded. In particularWhere there is any ambiguity or conflict between the powers contained in the Act and those conferred by this Assignment as aforesaid or where the powers in this Assignment are more extensive or less restricted than those provided by the Act, without limiting then the generality terms of this Assignment shall prevail to the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges If the Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Borrower set forth in this Regulatory Agreement, and agrees that: if such default remains uncured for a period of 60 days after notice thereof shall have been given (i) by the purpose of Governmental Lender to the covenants set forth in Sections 5 through 7 above (Funding Lender and the “Restrictive Covenants”) is to protect the goodwill, trade secrets Borrower and other confidential information of the Company; Equity Investor or (ii) because by the Funding Lender to the Governmental Lender and the Borrower and Equity Investor (provided, however, that the Governmental Lender may at its sole option extend such period if the Borrower provides the Governmental Lender and the Funding Lender with an opinion of Tax Counsel to the effect that such extension will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Governmental Lender Note), then the Governmental Lender may, or the Funding Lender, subject to the provisions of the nature Funding Loan Agreement and Construction Funding Agreement, may and at the direction of the business in which Governmental Lender shall, declare an “Event of Default” to have occurred hereunder and shall provide written notice thereof to the Company is engaged Borrower and because the Equity Investor and the Governmental Lender or the Funding Lender, as applicable, and, at its option may take any one or more of the nature following steps: (i) by mandamus or other suit, action or proceeding at law or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages rights of the Company in Governmental Lender or the event Executive breached any such covenantsFunding Lender hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Project; and or (iii) remedies take such other action at law (or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Borrower hereunder. The Borrower hereby agrees that specific enforcement of the Borrower’s agreements contained herein is the only means by which the Governmental Lender may fully obtain the benefits of such as monetary damages) for any breach of Executive’s obligations under agreements made by the Restrictive Covenants would be inadequate. Executive Borrower herein, and the Borrower therefore agrees and consents that if Executive commits to the imposition of the remedy of specific performance against it in the case of any breach Event of a Restrictive Covenant, Default by the Company Borrower hereunder. The Funding Lender shall have the right, in accordance with this Section 20 and subject to the provisions of Section 2.2 of the Borrower Loan Agreement, to exercise any or all of the rights or remedies of the Governmental Lender hereunder; provided that such right (shall be in addition toto the rights of the Governmental Lender hereunder and prior to taking any such act the Funding Lender shall give the Governmental Lender written notice of its intended action. All fees, costs and expenses of the Funding Lender (including, without limitation, reasonable attorneys’ fees) incurred in taking any action pursuant to this Section 20 shall be the sole responsibility of the Borrower. Notwithstanding anything contained in this Regulatory Agreement or the Funding Loan Agreement to the contrary, the occurrence of an Event of Default under this Regulatory Agreement shall not in lieu ofbe deemed, under any circumstances whatsoever, to be a default under the other right or remedy that Funding Loan Documents except as may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or otherwise specified in the other security and without the necessity of proof of actual damageFunding Loan Documents. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company The parties hereto agree that the maximum periodmaturity date of the Borrower Loan may be accelerated solely by the Funding Lender upon the occurrence of a default, scope after the expiration of any notice, grace or geographical area that is found cure periods, on the part of the Borrower under the Borrower Loan Documents in accordance with their respective terms and for no other reason. The Governmental Lender may not, upon the occurrence of an event of default under this Regulatory Agreement, seek, in any manner, to foreclose on the Security Instrument, to cause the Funding Lender to cause a prepayment of the Governmental Lender Note or to declare the principal of the Governmental Lender Note and the interest accrued on the Governmental Lender Note to be reasonable shall be substituted for immediately due and payable or to cause the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein Funding Lender to cover the maximum period, scope and area permitted by law. If take any action under any of the Restrictive Covenants are determined to be wholly Funding Loan Documents or partially unenforceable in any jurisdictionother documents which action would or could have the effect of achieving any one or more of the actions, such determination events or results described above. The occurrence of an Event of Default under this Regulatory Agreement shall not be a bar impair, defeat or render invalid the lien of the Security Instrument. The rights of the Funding Lender under this Section are in addition to or all rights conferred upon the Funding Lender under the Funding Loan Agreement and the other Funding Loan Documents and in any no way diminish the Company’s right to enforce any such covenant in any other jurisdictionlimit those rights.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged Because your services are unique and because of the nature of the you have access to Confidential Information to which Executive has accessand Intellectual Property, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies you agree that a remedy at law (such as monetary damages) for any breach or threatened breach of Executive’s obligations under the Restrictive Covenants provisions of this Section 6 would be inadequate. Executive therefore agrees and consents inadequate and, therefore, you agree that if Executive commits any breach member of a Restrictive Covenantthe Oaktree Group shall be entitled to injunctive relief, the Company shall have the right (in addition to, and not in lieu of, to any other right available rights and remedies in case of any such breach or remedy threatened breach; provided, that may nothing contained herein shall be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting construed as prohibiting any bond or other security and without the necessity of proof of actual damage. If any portion member of the Restrictive Covenants is hereafter determined to be invalid Oaktree Group from pursuing any other rights and remedies available for any such breach or unenforceable in threatened breach. If, at the time of enforcement of any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingparagraphs of this Section 6, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableshall hold that the duration, Executive and scope or area restrictions stated herein are unreasonable under the Company circumstances then existing, the parties agree that the maximum periodduration, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope or area, and that the court or arbitrator arbitrator, as the case may be, shall be allowed to construe or revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If You expressly acknowledge and agree that (i) you have carefully read this Agreement and have given careful consideration to the restraints imposed upon you by this Section 6; (ii) you are in full accord as to their necessity; (iii) the rights and remedies under this Section 6 shall be in addition to any other rights and remedies of any member of the Restrictive Covenants Oaktree Group; and (iv) the provisions of this Section 6 are determined an essential inducement to be wholly Oaktree to enter into this Agreement. For the avoidance of doubt, your obligations under this Section 6 are in addition to, and do not qualify or partially unenforceable in relieve you of any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in obligation you may have under any other jurisdictionagreement you may have with any other member of the Oaktree Group.

Enforcement. (a) This Agreement shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of Connecticut, without reference to its principles of conflict of laws, except to the extent that federal law shall be deemed to preempt such state laws. (b) It is the intention of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the Agreement. The covenants in Section 5 of this Agreement with respect to the Counties shall be deemed to be separate covenants with respect to each County, and should any court of competent jurisdiction conclude or find that this Agreement or any portion is not enforceable with respect to a County, such conclusion or finding shall in no way render invalid or unenforceable the covenants herein with respect to the other County. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this Agreement shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of this Agreement in order to render the same valid and enforceable. (c) The Executive acknowledges that NewAlliance and agrees that: (i) NewAlliance Bank would not have entered into the purpose Merger Agreement or intend to consummate the Merger unless the Executive had, among other things, entered into this Agreement. Any breach of Section 5 of this Agreement will result in irreparable damage to NewAlliance and NewAlliance Bank for which NewAlliance and NewAlliance Bank will not have an adequate remedy at law. In addition to any other remedies and damages available to NewAlliance and NewAlliance Bank, the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is Executive further acknowledges that NewAlliance and NewAlliance Bank shall be entitled to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information seek injunctive relief hereunder to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for enjoin any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach Section 5 of a Restrictive Covenant, the Company shall have the right (in addition tothis Agreement, and not the parties hereby consent to any injunction issued in lieu of, favor of NewAlliance and NewAlliance Bank by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting prejudice to any bond other right or remedy to which NewAlliance and NewAlliance Bank may be entitled. The Executive represents and acknowledges that, in light of his experience and capabilities, the Executive can obtain employment with other security and without the necessity than a Competing Business or in a business engaged in other lines and/or of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid a different nature than those engaged in by NewAlliance or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court its subsidiaries or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areaaffiliates, and that the court or arbitrator shall revise enforcement of a remedy by way of injunction will not prevent the restrictions contained herein to cover the maximum period, scope and area permitted by lawConsultant from earning a livelihood. If any Each of the Restrictive Covenants are determined remedies available to NewAlliance and NewAlliance Bank in the event of a breach by the Consultant shall be wholly or partially unenforceable in any jurisdiction, such determination shall cumulative and not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionmutually exclusive.

Enforcement. Executive acknowledges Subject to Section 6.5, in the event that CGI becomes aware that any Licensed Technology necessary for the practice of the license granted herein is infringed or misappropriated by a third party or is subject to a declaratory judgment action arising from such infringement, CGI shall promptly notify ABX and agrees that: ABX shall thereafter promptly notify the owner of such intellectual property. ABX or its licensor, as they may agree, shall have the exclusive right at its expense to bring an enforcement proceeding, or defend any declaratory judgment action, involving any Licensed Technology. ABX shall keep CGI reasonably informed of the progress of such claim, suit or proceeding involving enforcement or defense of the Licensed Technology. Any recovery received by ABX as a result of any such claim, suit or proceeding shall be used first to reimburse ABX for all expenses (including attorneys, and professional fees) incurred in connection with such claim, suit or proceeding, and the remaining amount (if any) retained by ABX after paying amounts ABX is obligated to pay to third parties in respect of such amount pursuant to agreements within the ABX-Controlled Rights divided, to the extent that the recovery expressly represents lost profits on sales of Product within the field of Gene Therapy because of the infringer, in equal shares between ABX and CGI. Notwithstanding the foregoing, if ABX (i) has the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is right to protect the goodwillbring an enforcement proceeding, trade secrets or defend a declaratory judgment action, involving a Product Composition Claim and other confidential information of the Company; (ii) because notifies CGI that it does not desire to pursue or defend such an action, then CGI may at its expense bring or defend such action in consultation with ABX; provided, however, that (i) ABX shall have the right to join such proceeding at any time at its own expense, (ii) CGI shall not admit the invalidity or unenforceability of any patent rights within the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessLicensed Technology without ABX's prior written consent, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law if ABX does not join the action, any recovery obtained by CGI shall be used first to reimburse CGI for all expenses (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition toincluding attorneys, and not professional fees) incurred in lieu ofconnection with such claim, any other right suit or remedy proceeding, and the remaining amount (if any) retained by CGI after paying amounts CGI is obligated to pay to third parties in respect of such amount pursuant to agreements within the ABX-Controlled Rights shall be retained by CGI; provided, however, such remainder shall, to the extent that may be available to it) to temporary and permanent injunctive relief from a court the recovery expressly represents lost profits on sales of competent jurisdiction, without posting any bond or other security and without Product within the necessity field of proof of actual damage. If any portion Gene Therapy because of the Restrictive Covenants is hereafter determined to infringer, be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality treated as Net Sales of the foregoing, if the covenants set forth in Section 7 are found Product by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted CGI for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any purposes of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiondetermining royalties under this Agreement.

Enforcement. Executive acknowledges Except as provided in Section 4.7 of the Indenture, no Holder of any Debt Securities of any Series shall have any right by virtue of or by availing itself of any provision of the Indenture or of the Debt Securities of such Series to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or of the Debt Securities, or for any other remedy hereunder or under the Debt Securities, unless (a) such Holder previously shall have given to the Trustee written notice of default and agrees that: of the continuance thereof with respect to such Series of Debt Securities, (ib) the purpose Holders of the covenants set forth not less than 25% in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information aggregate principal amount Outstanding of the Company; (ii) because Debt Securities of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company Series shall have made specific written request to the right (Trustee to institute such action, suit or proceeding in addition to, its own name as Trustee hereunder and not in lieu of, any other right or remedy that may be available shall have provided to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond the Trustee such reasonable indemnity or other security as it may require against the costs, expenses and without liabilities to be incurred therein or thereby and (c) the necessity Trustee for 60 days after its receipt of proof such notice, request and provision of actual damage. If indemnity or other security, shall have failed to institute any portion such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9 of the Restrictive Covenants is hereafter determined to be invalid Indenture, it being understood and intended, and being expressly covenanted by every Holder of Debt Securities of a Series with every other Holder of Debt Securities of such Series and the Trustee, that no one or unenforceable more Holders shall have any right in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality manner whatever by virtue or by availing itself of any provision of the foregoing, if the covenants set forth in Section 7 are found by a court Indenture or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined Debt Securities to be wholly affect, disturb or partially unenforceable in prejudice the rights of any jurisdictionother Holder of Debt Securities of such Series or to obtain priority over or preference to any other such Holder, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any right under the Indenture or under the Debt Securities of such covenant Series, except in any other jurisdictionthe manner herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities of such Series. For the protection and enforcement of this paragraph, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Enforcement. Executive acknowledges (a) The Company expressly confirms and agrees that: (i) that it has entered into this Agreement and assumed the purpose obligations imposed on the Company hereby in order to induce the Indemnitee to serve or continue to serve as a director or officer of the covenants Company, and acknowledges that the Indemnitee is relying upon this Agreement in serving or continuing to serve in such capacity. (b) The Company agrees that the Indemnitee’s rights hereunder are contractual and binding and that its obligations hereunder are not subject to any conditions not set forth herein. Neither the Indemnitee’s rights to advancement nor his or her rights to indemnification are subject to, require or permit a determination by the Company, the Board of Directors or management of the Company of whether the Indemnitee met any standard of conduct. (c) In the event the Indemnitee brings any action to enforce rights or to collect moneys due under this Agreement, or defends any action by the Company to adjudicate those rights, and is successful in such action, Company shall reimburse the Indemnitee for all of the Indemnitee’s Expenses in bringing and pursuing or defending such action. In any such action the Indemnitee shall be presumed to be entitled to the indemnification or advancement sought and it shall be the Company’s burden to prove the contrary. The Indemnitee’s rights hereunder are not subject to any defense or claim of setoff or recoupment, nor shall the Company be entitled to challenge or litigate any matter finally adjudicated in the Indemnitee’s favor in the proceeding for which Indemnitee is seeking indemnification or advancement. (d) The Company shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company agrees that its execution of this Agreement shall constitute a stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which a proceeding by the Indemnitee for enforcement of his or her rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement are unique and special, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages that failure of the Company in to comply with the event Executive breached any such covenants; provisions of this Agreement will cause irreparable and (iii) remedies irremediable injury to the Indemnitee, for which a remedy at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of As a Restrictive Covenantresult, the Company shall have the right (in addition to, and not in lieu of, to any other right or remedy that the Indemnitee may be available have at law or in equity with respect to it) to temporary and permanent injunctive relief from a court breach of competent jurisdictionthis Agreement, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which Indemnitee shall be given the maximum effect possible and shall be fully enforced, without regard entitled to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found injunctive or mandatory relief directing specific performance by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionits obligations under this Agreement.

Enforcement. Executive acknowledges (a) if a claim for indemnification made to the Company pursuant to Section 4 is not paid in full by the Company within 30 calendar days after a written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. (b) In any action brought under Section 6 (a), it shall be a defense to a claim for indemnification pursuant to Sections 2(a) or 2(b) (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the Undertaking, if any is required, has been tendered to the Company) that the Indemnitee has not met the standards of conduct which make it permissible under the Corporation Act for the Company to indemnify the Indemnitee for the amount claimed, but the burden or proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel or the Stockholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in the Corporation Act, nor an actual determination by the Company (including the Board, independent legal counsel or the Stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (c) The Indemnitee shall not be required to incur the expenses associated with the enforcement of his rights under thus Agreement by litigation or other legal action because the cost and agrees that: expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time, at the expense of the Company as hereinafter provided, to retain counsel (in compliance with Section 7) to represent the Indemnitee in connection with the initiation or defense of any such action, suit, or proceeding, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Company shall pay and be solely responsible for any and all costs, charges and expenses (including attorneys’ and others’ fees and expenses) reasonably incurred by the Indemnitee (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information as a result of the Company; ’s failure to perform this Agreement or any provision hereof or (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages as a result of the Company in or any Person contesting the event Executive breached any such covenants; and (iii) remedies at law (such validity or enforceability, of this Agreement or any, provision hereof as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionaforesaid.

Enforcement. Executive acknowledges and (a) Indemnitor agrees that: (i) that this Indemnification Agreement may be enforced by Mortgagee without first resorting to or exhausting any other security or collateral or without first having recourse to the purpose Note or any of the covenants property covered by the Mortgage through foreclosure proceedings or otherwise; provided, however, that nothing herein contained shall prevent Mortgagee from suing on the Note or foreclosing the Mortgage or from exercising any other rights thereunder. (b) Indemnitor agrees that the indemnifications set forth herein are separate, independent of and in Sections 5 through 7 above addition to Indemnitor’s undertakings under the Note. Indemnitor agrees that a separate action may be brought to enforce the provisions of this Indemnification Agreement which shall in no way be deemed to be an action on the Note, whether or not Mortgagee would be entitled to a deficiency judgment following a judicial foreclosure or sale under the Mortgage. (c) This Indemnification Agreement shall be enforced and construed in accordance with the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information laws of the Company; (ii) because of the nature of the business state in which the Company Mortgaged Property is engaged located. Indemnitor hereby submits to personal jurisdiction in said state for the enforcement of this Indemnification Agreement and because hereby waives any claim or right under the laws of any other state or of the nature United States to object to such jurisdiction. If such litigation is commenced, Indemnitor agrees that service of process may be made by serving a copy of the Confidential Information summons and complaint upon Indemnitor, through any lawful means, including upon its registered agent within said state, whom Indemnitor hereby appoints as its agent for these purposes. Nothing contained herein shall prevent Mortgagee’s bringing any action or exercising any rights against Indemnitor personally or against any property of Indemnitor within any other county, state, or country. The means of obtaining personal jurisdiction and perfecting service of process set forth above are not intended to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (exclusive but are in addition to, to all other means of obtaining personal jurisdiction and not in lieu of, any other right perfecting service of process now or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found provided by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by applicable law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges and agrees that: (i) If, at the purpose time of enforcement of Section 7 or Section 8 of this Agreement, a court holds that the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations restrictions stated herein are unreasonable under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcircumstances then existing, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties hereto agree that the maximum period, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated period, scope or area, area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that the Company and its Subsidiaries would suffer irreparable harm from a breach of Section 8 by Executive and that money damages would not be an adequate remedy for any such breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). If Executive breaches Section 7, the Executive shall forfeit any further payments under Section 4(b)(i) and the Severance Period shall be deemed to end immediately on the date of such breach, but the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination Company shall not be entitled to specific performance and/or injunctive relief. Executive acknowledges and agrees that the covenants and agreements set forth in this Agreement were a bar material inducement to or the Company to enter into this Agreement and to perform its obligations hereunder, and that the Company would not obtain the benefit of the bargain set forth in any way diminish this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this Agreement. Executive further acknowledges and agrees (i) that due to the proprietary nature of the Company’s right and its Subsidiaries’ business, the restrictions set forth in this Agreement are reasonable as to enforce any such covenant in any other jurisdictiontime and scope and are necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company and its Subsidiaries and (ii) that Executive has reviewed the provisions of this Agreement with Executive’s legal counsel.

Enforcement. Executive acknowledges and The Participant agrees that: (i) that the purpose restrictions contained in this Agreement are necessary for the protection of the covenants business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in Sections 5 through 7 above (this Agreement are considered by the “Restrictive Covenants”) is Participant to protect the goodwill, trade secrets and other confidential information be reasonable. The Participant further agrees that any breach of any of the Company; (ii) because of the nature of the business restrictive covenants in which this Agreement would cause the Company is engaged substantial, continuing and because of the nature of the Confidential Information to irrevocable harm for which Executive has access, it money damages would be impractical inadequate and excessively difficult to determine the actual damages of the Company therefore, in the event Executive breached of any such covenants; and (iii) breach or any threatened breach, in addition to such other remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would may be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantavailable, the Company shall have the right (in addition to, be entitled to specific performance and injunctive relief. This Agreement shall not in lieu of, any other right way limit the remedies in law or remedy that may be equity otherwise available to it) the Company or its Affiliates. The Participant further agrees that to temporary and permanent injunctive relief from the extent any provision or portion of the restricted covenants of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, without posting then any bond such provision or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined thereof shall be deemed to be invalid modified to the extent necessary in order that any such provision or unenforceable in any respect, such determination shall not affect the remainder thereof, which portion thereof shall be given the maximum effect possible and shall be fully enforced, without regard legally enforceable to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by applicable law. If Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the Restrictive Covenants are determined restrictive covenants in this Agreement by the Participant, the Participant agrees that any vested shares of Restricted Stock issued by the Company to the Participant pursuant to this Agreement shall be wholly or partially unenforceable forfeited for no consideration. In the event that the Participant sold the shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in any jurisdictioncash, within thirty (30) days of a request by the Company for such determination shall not be a bar to or in any way diminish payment, the Company’s right to enforce any such covenant in any other jurisdictionprice at which the Participant sold the Shares.

Enforcement. Executive acknowledges (a) The Company unconditionally and irrevocably agrees that: (i) the purpose that its execution of the covenants this Agreement shall also constitute a stipulation by which it shall be irrevocably bound in any court or arbitration in which a proceeding by Indemnitee for enforcement of his rights shall have been commenced, continued or appealed that its obligations set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillthis Agreement are unique and special, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages that failure of the Company in to comply with the event Executive breached any such covenants; provisions of this Agreement will cause irreparable and (iii) remedies irremediable injury to Indemnitee, for which a remedy at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would will be inadequate. Executive therefore agrees and consents that if Executive commits any breach of As a Restrictive Covenantresult, the Company shall have the right (in addition to, and not in lieu of, to any other right or remedy he may have at law or in equity with respect to a violation of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Agreement. The Company further irrevocably stipulates and agrees that may (i) it shall not, except in good faith, raise any objections not specifically relating to the merits of Indemnitee’s claim, (ii) if a determination was made or deemed to have been made pursuant to the provisions of Section 4 hereof that Indemnitee is entitled to indemnification, the Company shall be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, bound by such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforcedprecluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, without regard binding and enforceable, (iii) the Company shall be bound, in any such proceeding, by all provisions of this Agreement (including, but not limited to, Sections 4(b) and 4(c) hereof) and (iv) the Company shall not assert any rights of set-off against Indemnitee except for money borrowed by Indemnitee from the Company. (b) In the event that Indemnitee is subject to or intervenes in any legal action in which the validity or enforceability of this Agreement is at issue or institutes any legal action, for specific performance or otherwise, to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall, within 30 days after written request to the invalid portions. In particular, without limiting the generality Company therefor (and submission of reasonable evidence of the foregoingamount thereof), if the covenants set forth in Section 7 are found and unless there is a specific judicial finding that Indemnitees suit was frivolous, be indemnified by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, against all costs and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope expenses (including attorneys’ fees and area permitted disbursements) incurred by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable him in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionconnection therewith.

Enforcement. Executive acknowledges and Grantee hereby agrees that: (i) the purpose of that the covenants set forth in this Section 15 are reasonable with respect to their scope, duration, and geographical area. Xxxxxxx further agrees and acknowledges that the restrictions contained in Section 15 do not and would not unreasonably impose limitations on Xxxxxxx’s ability to earn a living. If any court or other tribunal determines that any term or provision of Sections 5 through 7 above 15 is overbroad or otherwise invalid or unenforceable, Grantee and Entergy hereby agree that such court or tribunal shall have the power and obligation to narrow or otherwise reform the unenforceable term or provision, including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and enforceable (provided that in no event shall the “Restrictive Covenants”length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be fully enforceable as so modified. Xxxxxxx’s agreement to the restrictions provided for in this Agreement and Entergy’s agreement to grant the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Agreement, if (i) the enforceability of any material restriction applicable to Grantee as provided for in this Section 15 is to protect the goodwill, trade secrets challenged and found unenforceable by a court or other confidential information of the Company; tribunal or (ii) because Grantee breaches any of the nature provisions of Section 15, then Entergy shall have the right to terminate this Agreement and recover from Grantee all Shares paid to Grantee pursuant to this Agreement and, if Grantee has sold, transferred, or otherwise disposed of any Shares received in respect of the business in Restricted Units, an amount equal to the aggregate Fair Market Value of such Shares on the date on which such Common Stock was paid to Grantee pursuant to this Agreement. This provision shall be construed as a return of consideration or ill-gotten gains due to the Company is engaged failure of Xxxxxxx’s promises and because of consideration under the nature of the Confidential Information to which Executive has accessAgreement, it would be impractical and excessively difficult to determine the actual not as a liquidated damages of the Company clause. In addition, in the event Executive breached of Entergy’s termination of this Agreement, Grantee shall immediately forfeit all unvested Restricted Units and all vested and unpaid Restricted Units. Xxxxxxx further hereby agrees that, in the event of a breach by Grantee of any of the provisions of Sections 15(a), (b), (c) (d) or (e), monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such covenants; breach or threatened breach, Entergy or a System Company may, in addition to and (iii) without prejudice to other rights and remedies at law (such as monetary damages) existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach violations of Executive’s obligations under the Restrictive Covenants provisions hereof, in each case without the requirement of posting a bond or proving actual damages and without having to demonstrate that money damages would be inadequate. Executive therefore agrees Grantee acknowledges (i) that Grantee has carefully read this Agreement and consents that if Executive commits any breach of a Restrictive Covenant, has given careful consideration to the Company shall have the right (in addition torestraints imposed upon Grantee by this Agreement, and not Grantee is in lieu of, any other right or remedy that may be available full accord as to it) to temporary their necessity for the reasonable and permanent injunctive relief from a court proper protection of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion Confidential Information of the Restrictive Covenants System Companies and their relationships with customers, suppliers and other business partners and (ii) that Grantee is hereafter determined informed in writing hereby that Xxxxxxx has a right to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible advice of legal counsel and shall be fully enforced, without should consult with an attorney of Xxxxxxx’s choice with regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise the restrictions contained herein Xxxxxxx has been provided ample opportunity to cover the maximum period, scope seek out and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, consult with such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncounsel.

Enforcement. Executive acknowledges (a) Each Party shall promptly notify the other Party of any infringement, misappropriation, or other violation by a Third Party of any of the Licensed Technology of which it becomes aware, including any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability, or non-infringement with respect to the Licensed Technology (collectively, “Competing Infringement”). (b) Subject to Section 3.6, to the extent such Competing Infringement is related to Licensed Technology primarily related to HBV or HIV, Gilead shall have the first right (but not the obligation) to bring and agrees thatcontrol any legal action in connection with the Competing Infringement at its own expense as it reasonably determines appropriate, and Hookipa shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Gilead does not wish to bring an action or proceeding with respect to, or to otherwise terminate, any such infringement of any Licensed Technology, then it shall provide written notice thereof to Hookipa: (i) within [***] following the purpose notice of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Companyalleged Competing Infringement; or (ii) because prior to [***] months before the time limit, if any, specified under Applicable Laws for the filing of such actions, whichever comes first, then, upon receipt of such notice (or, if no such notice is provided by Gilead, upon the nature earlier of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; (i) and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantii)), the Company Hookipa shall have the right (in addition tobut not the obligation) to bring and control any such action at its own expense and by counsel of its own choice, and Gilead shall have the right, at its own expense, to be represented in any such action by counsel of its own choice; provided, however, that if Gilead notifies Hookipa in writing prior to [***] days before such time limit for the filing of any such action that Gilead intends to the such action before the time limit, then Gilead shall be obligated to the such action before the time limit and to reimburse Hookipa for its reasonable and documented costs and expenses (including reasonable attorneys’ and professional fees) incurred in connection with Hookipa’s preparation of such action, and Hookipa shall not have the right to bring and control such action. (c) At the request and expense of the Party prosecuting the relevant action pursuant to Section 11.3(b), the other Party shall provide reasonable assistance in lieu connection therewith, including by executing reasonably appropriate documents, cooperating in discovery, and joining as a party to the action if required. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) In connection with any proceeding pursuant to Section 11.3(b), the Party bringing and controlling an enforcement action shall not enter into any settlement admitting the invalidity of, any or otherwise impairing the other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionParty’s rights in, the Licensed Technology without posting any bond or other security and without first obtaining, in each case, the necessity of proof of actual damage. If any portion prior written consent of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereofother Party, which shall not be given unreasonably withheld, conditioned, or delayed. (e) To the maximum effect possible extent such Competing Infringement is related to Licensed Technology not primarily related to HBV or HIV, Hookipa shall have the first right (but not the obligation) to bring and control any legal action in connection with the Competing Infringement at its own expense as it reasonably determines appropriate, and Gilead shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Hookipa fails to bring an action or proceeding with respect to, or to otherwise terminate, any such infringement of any Licensed Technology: (i) within [***] days following the notice of alleged Competing Infringement; or (ii) prior to [***] months before the time limit, if any, specified under Applicable Laws for the filing of such actions, whichever comes first, Gilead shall have the right (but not the obligation) to bring and control any such action at its own expense and by counsel of its own choice, and Hookipa shall have the right, at its own expense, to be represented in any such action by counsel of its own choice; provided, however, that if Hookipa notifies Gilead in writing prior to [***] days before such time limit for the filing of any such action that Hookipa intends to file such action before the time limit, then Hookipa shall be fully enforced, without regard obligated to file such action before the invalid portions. In particular, without limiting the generality time limit and to reimburse Gilead for its reasonable and documented costs and expenses (including reasonable attorneys’ and professional fees) incurred in connection with Gilead’s preparation of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areasuch action, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination Gilead shall not be a bar to or in any way diminish have the Company’s right to enforce any bring and control such covenant in any other jurisdictionaction.

Enforcement. Executive acknowledges The Bond Trustee may at any time, at its discretion and agrees that: without further notice, take such proceedings against the Issuer and/or the Guarantor, as the case may be, and/or any other person as it may think fit to enforce the provisions of the Trust Deed, the Covered Bonds and any other Transaction Document, but it shall not be bound to take any such enforcement proceedings in relation to the Trust Deed, the Covered Bonds or any other Transaction Document unless (i) it shall have been so directed by an Extraordinary Resolution of all the purpose holders of the covenants set forth Covered Bonds of all Series (with the Covered Bonds of all Series taken together as a single Series as described above) or so requested in Sections 5 through 7 above (writing by the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information holders of not less than 25 percent of the Company; aggregate Principal Amount Outstanding of the Covered Bonds of all Series then outstanding (taken together and converted into CAD at the applicable Covered Bond Swap Rate) and (ii) because it shall have been indemnified and/or secured to its satisfaction. The Bond Trustee may at any time, at its discretion and without further notice, take such proceedings against the Guarantor and/or any other person as it may think fit to enforce the provisions of the nature Security Agreement and may, at any time after the Security has become enforceable, take such steps as it may think fit to enforce the Security, but it shall not be bound to take any such steps unless (i) it shall have been so directed by an Extraordinary Resolution of all the holders of the business Covered Bonds of all Series (with the Covered Bonds of all Series taken together as a single Series as described above) or a request in which writing by the Company is engaged and because holders of not less than 25 percent of the nature aggregate Principal Amount Outstanding of the Confidential Information to which Executive has access, it would be impractical Covered Bonds of all Series then outstanding (taken together and excessively difficult to determine converted into CAD at the actual damages of the Company in the event Executive breached any such covenantsapplicable Covered Bond Swap Rate); and (iiiii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company it shall have been indemnified and/or secured to its satisfaction. In exercising any of its powers, trusts, authorities and discretions the right (in addition toBond Trustee shall, and not in lieu ofsubject to applicable law, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without only have regard to the invalid portions. In particular, without limiting the generality interests of the foregoing, if holders of the covenants set forth in Section 7 are found by a court or an arbitrator Covered Bonds of all Series and shall not have regard to be unreasonable, Executive and the Company agree that interests of any other Secured Creditors. No holder of the maximum period, scope or geographical area that is found to be reasonable Covered Bonds shall be substituted for entitled to proceed directly against the stated periodIssuer or the Guarantor or to take any action with respect to the Trust Deed, scope the Covered Bonds, or areathe Security unless the Bond Trustee, having become bound so to proceed, fails so to do within a reasonable time and that the court or arbitrator such failure shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncontinuing.

Enforcement. In signing this Agreement, the Executive acknowledges gives the Company assurance that the Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on the Executive under this Section 3, that the Executive has not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that the Executive has entered into this Agreement knowingly and voluntarily. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Subsidiaries, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further agrees that: (i) , were the purpose Executive to breach any of the covenants set forth contained in Sections 5 through 7 above (this Section 3, the “Restrictive Covenants”) damage to the Company and its Subsidiaries would be irreparable. The Executive therefore agrees that the Company, in addition and not in the alternative to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any such covenants, without having to post bond. In the event that any provision of this Section 3 is determined by any court of competent jurisdiction to protect be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the goodwill, trade secrets and other confidential information maximum extent permitted by law. It is also agreed that each of the Company; (ii) because ’s Subsidiaries will have the right to enforce all of the Executive’s obligations to that Subsidiary under this Agreement, including, without limitation, pursuant to this Section 3. No claimed breach of this Agreement or other violation of law attributed to the Company or any of its Subsidiaries, or change in the nature or scope of the business in which Executive’s employment or other relationship with the Company is engaged and because or any of its Subsidiaries, will operate to excuse the Executive from the performance of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in this Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction3.

Enforcement. Executive acknowledges The Company and agrees Parent acknowledge and agree that the provisions of Section 9.3(b) and (c) are an integral part of the transactions contemplated by this Agreement (including the Offer and the Merger), and that: , without such provisions, neither Parent nor the Company would have entered into this Agreement. Accordingly, (i) if the purpose of Company shall fail to pay in a timely manner the covenants set forth amounts due pursuant to Section 9.3(b), and, in Sections 5 through 7 above (the “Restrictive Covenants”) is order to protect the goodwillobtain such payment, trade secrets and other confidential information of Parent makes a claim that results in a judgment against the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have promptly reimburse Parent its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants amounts set forth in Section 7 are found by a court or an arbitrator 9.3(b) at the prime rate of Citibank N.A. in effect on the date such payment was required to be unreasonablemade, Executive and (ii) if Parent shall fail to pay in a timely manner the amounts due pursuant to Section 9.3(c), and, in order to obtain such payment, the Company makes a claim that results in a judgment against Parent, Parent shall promptly reimburse the Company its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amounts set forth in Section 9.3(c) at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. In the event that a party receives a termination fee pursuant to this Section 9.3, the receipt of such fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by such party or any of their respective Affiliates in connection with this Agreement (and the Company agree that termination hereof), the maximum periodMerger (and the abandonment thereof) or any matter forming the basis for such termination, scope and no party receiving the termination fee, or geographical area that is found to be reasonable any of their respective Affiliates shall be substituted for entitled to bring or maintain any other claim, action or proceeding against the stated period, scope party paying the fee or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of its Affiliates arising out of this Agreement and the Restrictive Covenants are determined to be wholly transactions contemplated hereby, including the Offer and the Merger, or partially unenforceable in any jurisdiction, matters forming the basis for such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictiontermination.

Enforcement. Executive acknowledges The necessity of protection against competition from Employee and agrees that: the nature and scope of such protection has been carefully considered by the parties hereto. The parties agree and acknowledge that the duration, scope and geographic areas applicable to the covenants not to compete and not to solicit described in this Agreement are fair, reasonable and necessary, that adequate compensation (iin the form of Employees continued employment by E ENERGY under the terms of this Agreement) has been received by Employee for such obligations, and that these obligations (including specifically the purpose obligations of Employee under Sections 9 and 10 of this Agreement, which the parties expressly agree survive the termination of this Agreement) do not prevent Employee from earning a livelihood, however, any court determines that any of the covenants set forth in Sections 5 through 7 above (restrictions imposed on Employee under this Agreement are not completely enforceable because they are not reasonable, the “Restrictive Covenants”) is parties hereby give the court the right and power to protect the goodwillinterpret, trade secrets and other confidential information alter, amend, or modify any or all of the Company; (ii) because terms contained herein to include as much of the nature of the business in which the Company is engaged scope, time period and because of the nature of the Confidential Information to which Executive has access, it would be impractical geographic area as will render such restrictions reasonable and excessively difficult to determine the actual damages of the Company enforceable. Employee agrees that in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantbreach or violation or attempted breach or violation of any or all of the Sections 9 and 10 above, the Company said provisions wxxx cause irreparable harm to E ENERGY and for that reason Employee further agrees that E ENERGY shall have the right (in addition tobe entitled as a matter of right, and not in lieu of, any other right or remedy that may be available to it) to both temporary and permanent injunctive relief from a any court of competent jurisdiction, without posting any bond restraining further violation of such covenants by the Employee, his employer, employees, partners, or other security agents. Employee further agrees to pay E ENERGY’S reasonable costs and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectexpenses, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoingincluding reasonable attorney fees, if the covenants set forth in Section 7 are found E ENERGY brings an action and substantially prevails for breach of this Agreement by a court or Employee. E ENERGY agrees to pay Employee’s reasonable costs and expenses, including reasonable attorney fees, if E ENERGY brings an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted action for the stated period, scope or areabreach of this Agreement by Employee, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionEmployee substantially prevails.

Enforcement. Executive acknowledges (a) The parties hereto agree and agrees that: (i) the purpose of acknowledge that the covenants set forth and agreements contained herein are reasonably necessary in Sections 5 through 7 above (the “Restrictive Covenants”) is duration and to protect the goodwillreasonable competitive business interests of Employer, trade secrets and other confidential information including, without limitation, the value of the Company; proprietary information and goodwill of Employer. (iib) because Employee agrees that the covenants and undertakings contained in Article 8 of the nature this Agreement relate to matters which are of the business a special, unique and extraordinary character and that Employer cannot be reasonably or adequately compensated in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in an action at law in the event Executive breached Employee breaches any such covenants; and (iii) remedies at law (such of these covenants or undertakings. Therefore, Employee agrees that Employer shall be entitled, as monetary damages) for any breach a matter of Executive’s obligations under course, without the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantneed to prove irreparable injury, the Company shall have the right (in addition toto an injunction, and not in lieu of, any restraining order or other right or remedy that may be available to it) to temporary and permanent injunctive equitable relief from a any court of competent jurisdiction, without posting restraining any bond violation or threatened violation of any of such terms by Employee and such other security persons as the court shall order. The unsuccessful party will pay costs and without legal fees incurred by the necessity party that is successful in any proceeding by Employer seeking to obtain such an injunction. (c) Rights and remedies provided for in this Section are cumulative and shall be in addition to rights and remedies otherwise available to the parties under any other agreement or applicable law. (d) In the event that any provision of proof of actual damage. If this Agreement shall to any portion of the Restrictive Covenants is hereafter determined to extent be invalid held invalid, unreasonable or unenforceable in any respectcircumstance, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company parties hereto agree that the maximum period, scope or geographical area that is found remainder of this Agreement and the application of such provision of this Agreement to be reasonable other circumstances shall be substituted for valid and enforceable to the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area fullest extent permitted by law. If any provision of this Agreement, or any part thereof, is held to be unenforceable because of the Restrictive Covenants are determined to be wholly scope or partially unenforceable in any jurisdictionduration of or the area covered by such provision, the parties hereto agree that the court or arbitrator making such determination shall not reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law, and/or shall delete specific words and phrases, and such modified provision shall then be a bar to or enforceable and shall be enforced. The parties hereto recognize that if, in any way diminish the Company’s right judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement, then that unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenant covenants will remain in any other jurisdictionfull force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable.

Enforcement. Executive acknowledges and agrees that: (i) Employee and Fuling have examined in detail the purpose covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement and agree that the restraints imposed upon Employee are reasonable in light of the legitimate interests of Fuling and are not unduly restrictive of Employee’s ability to earn a living following the termination of his employment. (ii) Employee understands and agrees that the covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement survive the termination of his employment (regardless of the reason) and remain binding and enforceable against him according to the restrictions’ respective terms. (iii) If any of the covenants contained in Paragraph 8 (including all subsections) of this Agreement are held by a court or other enforcement authority to be overly broad by reason of time period, geography or scope, the court shall modify any time period, geography or scope deemed overly broad to the maximum time period, geography or scope that such court or other enforcement authority finds reasonable and enforceable in light of all the circumstances present at the time such determination is made and this Agreement shall be deemed to be amended at such time to reflect such determination. (iv) Employee agrees that a breach by him of any of the covenants and restrictions set forth in Sections 5 through 7 above Paragraph 8 (the “Restrictive Covenants”including all subsections) is of this Agreement will result in irreparable injury to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in Fuling for which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would a remedy at law shall be impractical and excessively difficult to determine the actual damages of the Company insufficient. Employee agrees that in the event Executive breached any of a breach or threatened breach of such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would , Fuling shall be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantentitled to temporary, the Company shall have the right (in addition topreliminary, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security the need to prove irreparable harm and without the necessity of proof placing a bond for such injunction. The application of actual damage. If any portion form of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination injunctive relief shall not affect make any other legal or equitable remedy unavailable. (v) In the remainder thereof, which shall be given event that the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are Employee is found by a court or an arbitrator other enforcement authority to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If have breached any of the Restrictive Covenants are determined to covenants and restrictions set forth in Paragraph 8 (including all subsections) of this Agreement, then the time periods set forth in such restrictions, if any, shall automatically be wholly or partially unenforceable extended by the length of time which Employee shall have been in breach of any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionof said provisions.

Enforcement. Executive (a) Employee acknowledges and agrees that: that the Company entered into this Agreement in reliance on the provisions of Section 11 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein. Employee acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future. Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (ib) Notwithstanding any provision to the purpose contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 11 in any court of competent jurisdiction (each, a “Court”). (c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 through 7 above Section 11 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (the “Restrictive Covenants”d) is Because Employee’s services are unique and because Employee has intimate knowledge of and access to protect the goodwill, trade secrets and other confidential information of and work product, the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it parties hereto agree that money damages would not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) an adequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees Section 11, and consents that if Executive commits any breach of the terms of Section 11 would result in irreparable injury and damage to the Company and its subsidiaries for which the Company and its subsidiaries would have no adequate remedy at law. Therefore, in the event of a Restrictive Covenantbreach or threatened breach of Section 11, the Company shall have the right (or its successors or assigns, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at law or remedy that may in equity, shall be available entitled to it) to temporary and permanent specific performance and/or immediate injunctive or other equitable relief from a court of competent jurisdictionCourt in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security and security), without the necessity having to prove damages. The terms of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination this Section 12 shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and prevent the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in its subsidiaries from pursuing any other jurisdictionavailable remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Employee.

Enforcement. Executive acknowledges and agrees that: (i) the purpose Company acknowledge that a breach of the covenants set forth and agreements contained in Sections 5 through 6 and 7 above (would cause irreparable damage to the “Restrictive Covenants”) is to protect other party, the goodwill, trade secrets and other confidential information exact amount of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine ascertain, and that the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any such breach of Executive’s obligations under the Restrictive Covenants or threatened breach would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableAccordingly, Executive and the Company (and its subsidiaries and affiliates) agree that if either breaches or threatens to breach any of the maximum periodcovenants or agreements contained in Sections 6 and 7, scope in addition to any other remedy which may be available at law or geographical in equity, Executive, the Company and its subsidiaries and affiliates, as applicable, shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. The Company and Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that is found they consider the restrictions and covenants contained in Sections 6 and 7 to be reasonable and necessary for the protection of the interests of the Company and its subsidiaries and affiliates, but if any such restriction or covenant shall be substituted held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. Executive acknowledges and agrees that the restrictions and covenants contained in Sections 6 and 7 shall be construed for the stated periodall purposes to be separate and independent from any other covenant, scope whether in this Agreement or areaotherwise, and that shall each be capable of being reduced in application or severed without prejudice to the court other restrictions and covenants or arbitrator shall revise to the restrictions contained herein to cover remaining provisions of this Agreement. The existence of any claim or cause of action by Executive against the maximum period, scope and area permitted by law. If Company or any of the Restrictive Covenants are determined to be wholly its subsidiaries and affiliates, whether predicated upon this Agreement or partially unenforceable in any jurisdictionotherwise, such determination shall not be excuse Executive’s breach of any covenant, agreement or obligation contained in Section 6 or Section 7 and shall not constitute a bar defense to the enforcement by the Company or in any way diminish the Company’s right to enforce any of its subsidiaries of such covenant in any other jurisdictioncovenant, agreement or obligation.

Enforcement. (a) Executive acknowledges and agrees that: that the Company entered into this Agreement in reliance on the provisions of Sections 5, 6 and 7 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its Subsidiaries and other Confidential Information and goodwill of the Company and its Subsidiaries to the extent and for the periods of time expressly agreed to herein. Executive acknowledges and agrees that she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (ib) Notwithstanding any provision to the purpose contrary herein, the Company or its Subsidiaries may pursue, at its discretion, enforcement of Sections 5, 6 and 7 in any court of competent jurisdiction (each a “Court”). (c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 through 5, 6 and 7 above are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (the “Restrictive Covenants”d) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged Because Executive’s services are unique and because Executive has intimate knowledge of the nature of the and access to Confidential Information to which Executive has accessand Work Product, it the parties hereto agree that money damages would not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) an adequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees Sections 5, 6 and consents that if Executive commits 7, and any breach of the terms of Sections 5, 6 and 7 would result in irreparable injury and damage to the Company and its Subsidiaries for which the Company and its Subsidiaries would have no adequate remedy at law. Therefore, in the event of a Restrictive Covenantbreach or threatened breach of Sections 5, 6 and 7, the Company shall have the right (or its successors or assigns, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at law or remedy that may in equity, shall be available entitled to it) to temporary and permanent specific performance and/or immediate injunctive or other equitable relief from a court of competent jurisdictionCourt in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security and security), without the necessity having to prove damages. The terms of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination this Section 8 shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and prevent the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in its Subsidiaries from pursuing any other jurisdictionavailable remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Executive.

Enforcement. a. Executive further acknowledges and agrees that: (i) that the purpose scope of the covenants set forth business of the Company and its Affiliates is independent of location in the Territory and that as a senior executive of the Company, Executive has and will have direct and indirect responsibility, oversight and duties with respect to all of the businesses and enterprises of the Company and its controlled Affiliates and its and their current and prospective employees, vendors, customers, clients and other business relations, and that, accordingly, the restrictions contained in Sections 5 through 7 above (the “Restrictive Covenants”) is and 6 are reasonable in all respects and necessary to protect the goodwill, trade secrets Confidential Information, customer relationships and other confidential information Work Product of the Company and its Affiliates and that, without such protection, the Company; ’s and its Affiliates’ customer and client relations and competitive advantage would be materially adversely affected. It is specifically recognized by Executive that (i) Executive is significantly responsible for the growth and development of the Company and its Affiliates and the creation and preservation of their goodwill, (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information money damages are insufficient to which Executive has accessprotect such interests, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants prohibitions would be inadequatenecessary and appropriate without regard to compensation being provided to Executive hereunder, and (iv) the Company would not enter into this Agreement with Executive without the restrictions contained in Sections 5 and 6. Executive therefore further acknowledges that the restrictions contained in Sections 5 and 6 do not impose an undue hardship on him and that, since he has general business skills which may be used for a business other than a Competitive Business, do not deprive Executive of his livelihood. Executive agrees that the covenants made in Sections 5 and consents that if Executive commits any breach 6 shall be construed as agreements independent of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to itprovision(s) to temporary of this Agreement and permanent injunctive relief from shall survive any order of a court of competent jurisdictionjurisdiction terminating any other provision(s) of this Agreement. EXECUTION VERSION b. If, without posting any bond at the time of enforcement of Section 5 or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect6, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableholds that the restrictions stated herein are unreasonable under circumstances then existing, Executive and the Company Parties agree that the maximum period, scope or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has access to Confidential Information, customers and Prospective Customers of the Company and Work Product, and for the other reasons set forth herein, the Parties agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of any of Sections 5 or 6 of this Agreement, the Company and its successors and assigns shall, in addition to other rights and remedies existing in their favor, be entitled to obtain specific performance and injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). To the fullest extent permitted by applicable law, in the event of a breach by Executive of Section 5 hereof, the Restricted Period shall be tolled until such breach or violation has been duly cured. Executive agrees that the court or arbitrator shall revise the restrictions contained herein provisions of this Section 7 are reasonable and necessary to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish protect the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges and agrees that: (a) Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the purpose of the covenants set forth claim for indemnification or advances is denied, in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillwhole or in part, trade secrets and other confidential information of the Company; (ii) no disposition of such claim is made within ninety (90) days of request therefor, (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Agent is entitled to indemnification or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Agent the benefits provided or intended to be provided to Agent hereunder. Agent shall be entitled to an adjudication by the Delaware Court of Chancery of Agent’s entitlement to such indemnification or advancement of Expense, and the Corporation shall not oppose Agent’s right to seek any such adjudication in accordance with this Agreement. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Agent’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Agent is not entitled to indemnification because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants limitations set forth in Section 7 3 hereof. Neither the failure of the Corporation (including the Board or any committee of the Board, or the Corporation’s stockholders or any subgroup of such stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the Corporation (including the Board or any committee of the Board, or the Corporation’s stockholders or any subgroup of such stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extent not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are found not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a court determination shall have been made pursuant to this Agreement that Agent is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Agent of a material fact, or an arbitrator omission of a material fact necessary to be unreasonablemake Agent’s statements not materially misleading, Executive and in connection with the Company agree that the maximum periodrequest for indemnification, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by (ii) a prohibition of such indemnification under applicable law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive (a) Awardee understands that the execution of this Agreement is conditioned on Awardee’s acceptance of the restrictions contained in Section 11. Awardee acknowledges that the restrictions contained in Section 11 are fair, reasonable and agrees that: necessary for the protection of the legitimate business interests of the Company and that the Company will suffer irreparable harm in the event of an actual or threatened breach of any such provision by Awardee. (b) In the event of a breach of any of the covenants contained in Section 11, subject to the Company’s discretion to waive such enforcement provision: (i) All of Awardee’s unvested Restricted Stock granted hereunder shall be cancelled and forfeited for no consideration; and (ii) Awardee consents and agrees that the purpose Company may seek the entry of a restraining order, preliminary injunction or other court order to enforce such provisions and expressly waives any bond or security that might otherwise be required in connection with such relief and that the covenants Company, if successful, shall be entitled to the award of attorney’s fees and expenses incurred in enforcing any of Awardee’s obligations set forth in Sections 5 through 7 above Section 11. (the “Restrictive Covenants”c) is Awardee also agrees that such remedies shall be in addition and without prejudice to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in any claim for monetary damages which the Company is engaged and because might elect to assert. Awardee agrees that the terms of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (Section 11 are in addition to, and not in lieu limitation of, and in no way supersede or replace any other right or remedy that may be available restrictive covenants agreed to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard by Awardee with respect to the invalid portionsCompany. In particular, without limiting the generality The provisions of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall this Agreement do not be a bar to or in any way diminish limit or abridge any rights of the Company under the law of unfair competition, trade secret, copyright, patent, trademark or any other applicable law(s), all of which are in addition to and cumulative of the Company’s right to enforce any such covenant in any other jurisdictionrights under this Agreement. (d) For purposes of Sections 11-25, the term “Company” means and includes Xxxx, Inc. and its direct and indirect subsidiaries.

Enforcement. (a) Executive acknowledges that violation of any covenant or agreement set forth in this Article IV would cause the Company irreparable damage for which the Company cannot be reasonably compensated in damages in an action at law, and, therefore, upon any breach by Executive of this Article IV, the Company shall be entitled to make application to a court of competent jurisdiction for equitable relief by way of injunction or otherwise (without being required to post a bond). This provision shall not, however, be construed as a waiver of any of the rights which the Company may have for damages, and all of the Company's rights and remedies shall be unrestricted. (b) If any provision of this Agreement, or application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction or be found in an arbitration proceeding to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to any other person, place and circumstance shall remain in full force and effect. It is the intention of the parties hereto that the covenants contained herein shall be enforced to the maximum extent (but no greater extent) in time, area, and degree of participation as is permitted by the law of the jurisdiction whose law is found to be applicable to the acts allegedly in breach of this Agreement, and the parties hereby agree that the court making any such determination shall have the power to so reform the Agreement. (c) The Executive understands that the provisions of this Article IV may limit his ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees that: and hereby acknowledges that (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) such provisions do not impose a greater restraint than is necessary to protect the goodwill, trade secrets and goodwill or other confidential information business interests of the Company; (ii) because such provisions contain reasonable limitations as to time and the scope of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information activity to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenantsrestrained; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations the consideration provided under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Agreement, the Company shall have the right (in addition toincluding, and not in lieu ofwithout limitation, any other right amounts or remedy that may be available benefits provided under Article V hereof, is sufficient to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, compensate Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawin this Article IV. If any In consideration of the Restrictive Covenants are determined to be wholly or partially unenforceable foregoing and in any jurisdictionlight of Executive's education, such determination shall skills and abilities, Executive agrees that he will not assert, and it should not be considered, that any provisions of this Article IV prevented him from earning a bar living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (d) Each of the covenants of this Article IV is given by Executive as part of the consideration for this Agreement and as an inducement to or in any way diminish the Company’s right Company to enforce any such covenant in any other jurisdictionenter into this Agreement and accept the obligations hereunder.

Enforcement. Executive acknowledges and agrees that: (ia) If a Default shall have occurred, Lender, at its option, may sell the purpose Premises or any part of the covenants set forth in Sections 5 through 7 above (Premises at one or more public sale or sales before the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information door of the Company; (ii) because courthouse of the nature of the business county in which the Company is engaged and because Land or any part of the nature of Land is situated, to the Confidential Information highest bidder for cash, in order to which Executive has access, it would be impractical and excessively difficult to determine pay the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition toIndebtedness, and not all expenses of sale and of all proceedings in lieu ofconnection therewith, any other right or remedy that may be available to itincluding reasonable attorney’s fees actually incurred, after advertising the time, place and terms of sale once a week for four (4) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, weeks immediately preceding such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, sale (but without regard to the invalid portionsnumber of days) in a newspaper in which Sheriff’s sales are advertised in said county. In particularAt any such public sale, without limiting Lender may execute and deliver to the generality purchaser a conveyance of the foregoingPremises or any part of the Premises in fee simple, if with full warranties of title and to this end, Borrower hereby constitutes and appoints Lender the covenants set forth agent and attorney-in-fact of Borrower to make such sale and conveyance, and thereby to divest Borrower of all right, title and equity that Borrower may have in Section 7 and to the Premises and to vest the same in the purchaser or purchasers at such sale or sales, and all the acts and doings of said agent and attorney-in-fact are found by hereby ratified and confirmed and any recitals in said conveyance or conveyances as to facts essential to a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable valid sale shall be substituted for the stated periodbinding upon Borrower. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any are granted as cumulative of the Restrictive Covenants are determined to be wholly other remedies provided hereby or partially unenforceable in any jurisdiction, such determination by law for collection of the Indebtedness and shall not be a bar exhausted by one exercise thereof but may be exercised until full payment of all of the Indebtedness. In the event of any sale under this Deed by virtue of the exercise of the powers herein granted, or pursuant to any order in any judicial proceeding or otherwise, the Premises may be sold as an entirety or in separate parcels and in such manner or order as Lender in its sole discretion may elect, and if Lender so elects, Lender may sell the personal property covered by this Deed at one or more separate sales in any way diminish manner permitted by the Company’s right Uniform Commercial Code of the State of Georgia, and one or more exercises of the powers herein granted shall not extinguish nor exhaust such powers, until the entire Premises are sold or the Indebtedness is paid in full. If the Indebtedness is now or hereafter further secured by any chattel mortgages, pledges, contracts of guaranty, assignments of lease or other security instruments, Lender may at its option exhaust the remedies granted under any of said security instruments either concurrently or independently, and in such order as Lender may determine. (b) If a Default shall have occurred, Lender may, in addition to and not in abrogation of the rights covered under Subparagraph 2.06(a), either with or without entry or taking possession as herein provided or otherwise, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) to enforce payment of the Note or the performance of any such covenant in term, covenant, condition or agreement of this Deed or any other jurisdictionright and (ii) to pursue any other remedy available to it, all as Lender in its sole discretion shall elect.

Enforcement. Executive (a) Participant acknowledges and agrees that: that the Company entered into this Agreement in reliance on the provisions of Section 13 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein. Participant acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Participant by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future. Participant expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (ib) Notwithstanding any provision to the purpose contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 13 in any court of competent jurisdiction (each, a “Court”). (c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 through 7 above Section 13 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (the “Restrictive Covenants”d) is Because Participant’s services are unique and because Participant has intimate knowledge of and access to protect the goodwill, trade secrets and other confidential information of and work product, the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it parties hereto agree that money damages would not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) an adequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees Section 13, and consents that if Executive commits any breach of the terms of Section 13 would result in irreparable injury and damage to the Company and its subsidiaries for which the Company and its subsidiaries would have no adequate remedy at law. Therefore, in the event of a Restrictive Covenantbreach or threatened breach of Section 13, the Company shall have the right (or its successors or assigns, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at law or remedy that may in equity, shall be available entitled to it) to temporary and permanent specific performance and/or immediate injunctive or other equitable relief from a court of competent jurisdictionCourt in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security and security), without the necessity having to prove damages. The terms of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination this Section 14 shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and prevent the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in its subsidiaries from pursuing any other jurisdictionavailable remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Participant.

Enforcement. Executive (a) Employee acknowledges and agrees that: that the Company entered into this Agreement in reliance on the provisions of Section 10 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein. Employee acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future. Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. (ib) Notwithstanding any provision to the purpose contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 10 in any court of competent jurisdiction (each, a “Court”). (c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. More specifically, if any Court determines that any of the covenants set forth in Sections 5 through 7 above Section 10 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law. (the “Restrictive Covenants”d) is Because Employee’s services are unique and because Employee has intimate knowledge of and access to protect the goodwill, trade secrets and other confidential information of and work product, the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it parties hereto agree that money damages would not be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) an adequate remedy for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees Section 10, and consents that if Executive commits any breach of the terms of Section 10 would result in irreparable injury and damage to the Company and its subsidiaries for which the Company and its subsidiaries would have no adequate remedy at law. Therefore, in the event of a Restrictive Covenantbreach or threatened breach of Section 10, the Company shall have the right (or its successors or assigns, in addition to, and not in lieu of, to any other right rights and remedies existing in their favor at law or remedy that may in equity, shall be available entitled to it) to temporary and permanent specific performance and/or immediate injunctive or other equitable relief from a court of competent jurisdictionCourt in order to enforce, or prevent any violations of, the provisions hereof (without posting any a bond or other security and security), without the necessity having to prove damages. The terms of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination this Section 11 shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and prevent the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in its subsidiaries from pursuing any other jurisdictionavailable remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Employee.

Enforcement. Executive acknowledges UKRF and agrees that: (i) LICENSEE shall each give immediate notice to the purpose other of any infringement of PATENT RIGHTS by third parties which may come to their attention. UKRF hereby grants to LICENSEE, at LICENSEE's expense, the right to institute and conduct such legal action against third party infringers of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information PATENT RIGHTS and/or unauthorized users of the CompanyTECHNOLOGY, or enter into such settlement agreements, as are deemed appropriate by LICENSEE. LICENSEE shall control the conduct of such litigation, including the choice of its counsel. LICENSEE shall receive the full benefits of any action it takes pursuant to this Section 7.3. In any such action, UKRF shall be entitled to join LICENSEE as a party plaintiff and UKRF will be obligated to reasonably assist at LICENSEE's expense. In the event that such third party infringer or such unauthorized user files a counterclaim or threatens to file a counterclaim against LICENSEE, LICENSEE hereby agrees to indemnify UKRF against all losses, liabilities, claims, costs, charges and expenses incurred or suffered by UKRF in connection with such counterclaim or threat to the extent that any such losses, liabilities, claims, costs, charges and expenses arise because of LICENSEE'S gross negligence, bad faith or wilful misconduct; (ii) provided, however, that LICENSEE shall not be obligated to indemnify UKRF to the extent that any such losses, liabilities, claims, costs, charges and expenses arise because of the nature alleged infringement of the business in which the Company is engaged and because rights of such third party by reason of practice by LICENSEE, its AFFILIATES or sublicensees of the nature of license granted herein (the Confidential Information to which Executive has access, it would be impractical parties agree that such alleged infringement and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which indemnification relating thereto shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in covered by Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction7.

Enforcement. Executive acknowledges In respect of all Market Participants (other than Hosted Exchanges), the CBOT: (a) shall enforce each Market Participant’s compliance with the terms of the Interface Sublicense Agreement; (b) shall provide LIFFE written notice of any violation by a Market Participant or any other Person of any Interface Sublicense Agreement, immediately upon becoming aware of any such violation; (c) shall provide LIFFE written notice of the termination (specifying the effective date of termination) of any Interface Sublicense Agreement, immediately upon the CBOT receiving or giving notice of such termination; (d) shall, upon the termination of any Interface Sublicense Agreement, provide LIFFE any reasonable assistance as LIFFE may request in facilitating either the return to LIFFE of, or the destruction of and agrees that: certification of the destruction of, all Licensed Technology in the possession of the relevant Market Participant, at the CBOT’s expense; provided, however, that such Market Participant (i) shall be required only to use reasonable efforts to return or destroy any LIFFE Property (excluding any Software and any information and materials marked as “LIFFE Restricted,” including, but not limited to, Restricted Documentation) located on the purpose Market Participant’s electronic backup media created by such Market Participant in the normal course of business; and (ii) shall be obligated to maintain the covenants set forth confidentiality of such information in Sections 5 through 7 above accordance with the terms of Section 15 of this Agreement; (e) shall provide LIFFE written notice promptly upon becoming aware of any acts or omissions of any Person, in addition to those required to be reported pursuant to Section 5.2(b), which the “Restrictive Covenants”CBOT believes, in its reasonable judgment, (i) is to protect might jeopardize or prejudice the goodwill, trade secrets and other confidential information rights of LIFFE or its suppliers in the CompanyLicensed Technology; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company result in the event Executive breached Licensed Technology being confiscated, seized, requisitioned, taken in execution, impounded or otherwise taken from any such covenantslocation; and or (iii) remedies at law threaten the security or operations of the Licensed Technology; (such as monetary damagesf) for shall provide LIFFE written notice promptly upon becoming aware of any breach claim, demand, or cause of Executive’s obligations under action brought against the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of CBOT by a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, Market Participant or any other right Person, or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionany subpoena served upon the CBOT or any employee, without posting any bond officer or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder director thereof, which relates to (i) any Interface Sublicense Agreement, or (ii) the Licensed Technology or any component thereof; and (g) shall be given the maximum effect possible not repossess or disable any Software located at any premises owned or controlled by any Market Participant, and shall be fully enforcedenforce its rights under the Interface Sublicense Agreements so as not to permit any Person (other than LIFFE or LIFFE’s designee) to repossess or disable any Software located at any premises owned or controlled by any Market Participant, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in notwithstanding Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction5.2(a).

Enforcement. Executive acknowledges and agrees that: (a) If a claim for indemnification or advancement of expenses made to the Company pursuant to Section 3 or 10 is not timely paid in full to Indemnitee by the Company as required by Section 3 or 10, respectively, Indemnitee shall be entitled to seek judicial enforcement of the Company's obligations to make such payment in an appropriate court of the State of Delaware or any other court of competent jurisdiction. In the event that a determination is made that Indemnitee is not entitled to indemnification or advancement of expenses hereunder, (i) the purpose Indemnitee may seek a de novo adjudication of Indemnitee's entitlement to such indemnification or advancement either, at Indemnitee's sole option, or (A) an appropriate court of the covenants set forth in Sections 5 through 7 above State of Delaware or any other court of competent jurisdiction or (B) an arbitration to be conducted by a single arbitrator pursuant to the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information rules of the CompanyAmerican Arbitration Association; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenantsjudicial proceeding or arbitration shall not in any way be prejudiced by, and Indemnitee shall not be prejudiced in any way by such adverse determination; and (iii) remedies at law (in any such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, judicial proceeding or arbitration the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of expenses under this Agreement. Indemnitee shall commence a proceeding seeking an adjudication of Indemnitee's right to indemnification or advancement of expenses pursuant to the preceding sentence within one year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); PROVIDED, HOWEVER, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee's rights under Section 7 hereof. (b) The Company shall be precluded from asserting in addition toany judicial proceeding or arbitration commenced pursuant to the provisions of Section 12(a) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (c) In any action brought under this Section 12, it shall be a defense to a claim for indemnification (other than an action brought to enforce a claim for advancement of expenses) that Indemnitee has not met the standards of conduct which make it permissible under Delaware law for the Company to indemnify Indemnitee for the amount claimed. The burden of proving such defense shall be on the Company. (d) It is the intent of the Company that Indemnitee not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in lieu of, the event that the Company or any other right person takes any action to declare this Agreement void or remedy that may be available to itunenforceable, or institutes any proceeding designed (or having the effect of being designed) to temporary and permanent injunctive relief deny, or to recover from a court Indemnitee the benefits intended to be provided to Indemnitee hereunder the Company irrevocably authorizes Indemnitee from time tot time to retain counsel of competent jurisdictionhis choice, without posting at the expense of the Company as hereafter provided, to represent Indemnitee in connection with the initiation or defense of any bond litigation or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid legal action, whether by or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and against the Company agree that or any director, officer, stockholder or other person affiliated with the maximum periodCompany, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction. Regardless of the outcome thereof, such determination but subject to Indemnitee having acted in good faith, the Company shall not pay and be solely responsible for any and all costs, charges and expenses, including attorneys' and others' fees and expenses, incurred by Indemnitee (i) as a bar to or in any way diminish result of the Company’s right 's failure to enforce perform this Agreement or any such covenant in provision thereof, or (ii) as a result of the Company's or any other jurisdictionperson's contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.

Enforcement. Executive acknowledges (If a default occurs, BDC has numerous remedies and agrees that: legal rights, including enforcement of the Security Agreement according to this Clause. You also have rights, provided by the Personal Property Security Act and the common law in your jurisdiction.) 15.1 Upon any default under this Security Agreement BDC may declare any or all of the Obligations whether or not payable on demand to become immediately due and payable and the Security Interests will immediately become enforceable. To enforce and realize on the Security Interests BDC may take any action permitted by law or in equity as it may deem expedient and in particular, without limitation, BDC may do any of the following: (a) appoint by instrument a receiver, manager, receiver and manager or receiver-manager (the “Receiver”) of all or any part of the Collateral, with or without bond as BDC may determine, and in its absolute discretion remove such Receiver and appoint another in its stead; (b) enter upon any of the Debtor’s premises at any time and take possession of the Collateral with power to exclude the Debtor, its agents and its servants, without becoming liable as a mortgagee in possession; (c) preserve, protect and maintain the Collateral and make such replacements and repairs and additions to the Collateral as BDC deems advisable; (d) dispose of all or part of the Collateral, whether by public or private sale or lease or otherwise, in such manner, at such price as can be reasonably obtained and on such terms as to credit and with such conditions of sale and stipulations as to title or conveyance or evidence of title or otherwise as to BDC may seem reasonable, provided that if any sale, lease or other disposition is on credit the Debtor will not be entitled to be credited with the proceeds of any such sale, lease or other disposition until the monies are actually received; (e) register assignments of the Intellectual Property, and use sell, assign, license or sub-license any of the Intellectual Property; and (f) exercise all of the rights and remedies of a secured party under the Act and any other applicable laws. 15.2 A Receiver appointed pursuant to this Security Agreement insofar as responsibility for its actions is concerned shall be the agent of the Debtor and not of BDC and, to the extent permitted by law or to such lesser extent permitted by its appointment, shall have all the powers of BDC under this Security Agreement, and in addition shall have power to: (a) carry on the Debtor’s business and for such purpose from time to time to borrow money either secured or unsecured, and if secured by granting a security interest on the Collateral, such security interest may rank before or on an equal basis with or behind any of the Security Interests and if it does not so specify such security interest shall rank in priority to the Security Interests; and (b) make an assignment for the benefit of the Debtor’s creditors or a proposal on behalf of the Debtor under Bankruptcy and Insolvency Act (Canada); and (c) commence, continue or defend proceedings in the name of the Receiver or in the name of the Debtor for the purpose of protecting, seizing, collecting, realizing or obtaining possession of or payment for the Collateral; and (d) make any arrangement or compromise that the Receiver deems expedient. 15.3 Subject to the claims, if any, of the creditors of the Debtor ranking in priority to this Security Agreement, all amounts realized from the disposition of the Collateral pursuant to this Security Agreement will be applied as BDC, in its absolute discretion and to the full extent permitted by law, may direct as follows: (a) in payment of all costs, charges and expenses (including reasonable legal fees and disbursements on a solicitor and its own client basis) incurred by BDC respecting or incidental to: (i) the purpose exercise by BDC of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is rights and powers granted to protect the goodwill, trade secrets and other confidential information of the Companyit by this Security Agreement; and (ii) because the appointment of the nature Receiver and the exercise by the Receiver of the business powers granted to it by this Security Agreement, including the Receiver’s reasonable remuneration and all outgoings properly payable by the Receiver; (b) in which the Company is engaged or toward payment to BDC of all principal and because other monies (except interest) due in respect of the nature Obligations; (c) in or toward payment to BDC of all interest remaining unpaid respecting the Confidential Information Obligations; and (d) in payment to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations those parties entitled thereto under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionAct.

Enforcement. Executive acknowledges and agrees that: (ia) the purpose If Employee breaches or threatens to commit a breach of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillExhibit A, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, then the Company shall have the right (and remedy to have the covenants in addition toExhibit A specifically enforced against Employee, including temporary restraining orders and not in lieu of, injunctions by any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), or, in the case of a breach by Employee of the provisions of Exhibit A, require Employee to account for all compensation, profits, moneys, accruals, increments or other benefits derived or received as a result of any transactions constituting a breach of the covenants contained therein, it being agreed by Employee that any breach or threatened breach by Employee of Exhibit A would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. The prevailing party is entitled to its attorneys’ fees and costs incurred in relation to any action addressing Exhibit A. In addition, the Company shall not be required to post any bond or other security surety as a condition to the issuance of any temporary restraining order or injunction, and without Employee irrevocably waives any such requirement of any statute or applicable law. (b) If, during the necessity enforcement of proof of actual damage. If any portion or all of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible covenants and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants provisions set forth in Section 7 Exhibit A, any court of competent jurisdiction enters a final judgment that declares that the duration, scope, or area restrictions stated therein are found by a court unreasonable under circumstances then existing, are invalid, or an arbitrator to be unreasonableare otherwise unenforceable, Executive and then the Company parties hereto agree that the maximum periodenforceable duration, scope scope, or geographical area that is found to be reasonable under such circumstances shall be substituted for the stated periodduration, scope scope, or area, and that the court making the determination of invalidity or arbitrator unenforceability shall have the power to revise the restrictions contained herein scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes the closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified to cover the maximum periodduration, scope and scope, or area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges (a) Except as otherwise provided in this Agreement with respect to Construction of the Improvements, enforcement of this Agreement shall be by proceedings at law or in equity against any person or persons violating or attempting to violate any provisions hereof, either to restrain or prevent such violation or proposed violation by an injunction, either prohibitive or mandatory, or to obtain any other relief authorized by law. Such enforcement may be by the Declarants (or any one or more of them) or any tenant of all or any part of the Common Area. In addition to any other remedies and agrees that: rights provided herein or at law or in equity, in the event of any violation or attempted or threatened violation by any Declarant on a portion of the Common Area of any obligation of such Declarant under this Agreement, any other Declarant shall be entitled to injunctive relief mandating compliance and may obtain a decree specifically enforcing the performance of such obligation. Declarants do hereby acknowledge and stipulate the inadequacy of legal remedies and the irreparable harm which would be caused by any such breach. Any costs and expenses of any proceeding seeking to enforce compliance with the terms of this Agreement shall be paid by the defaulting Declarant. The prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys’ fees and expenses. (b) EACH DECLARANT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH DECLARANT CERTIFIES AND ACKNOWLEDGES THAT (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillNO REPRESENTATIVE, trade secrets and other confidential information of the Company; AGENT OR ATTORNEY OF ANY OTHER DECLARANT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER DECLARANT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law IT MAKES SUCH WAIVERS VOLUNTARILY, AND (such as monetary damagesiv) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, the Company shall have the right AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(b). (in addition toc) NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, and not in lieu ofNO DECLARANT SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionINCIDENTAL, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectSPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, such determination shall not affect the remainder thereofINCLUDING LOST INCOME, which shall be given the maximum effect possible and shall be fully enforcedLOST REVENUE, without regard to the invalid portions. In particularLOST PROFITS, without limiting the generality of the foregoingDIMINUTION IN VALUE, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonableDAMAGES BASED ON ANY TYPE OF MULTIPLE, Executive and the Company agree that the maximum periodOR DAMAGES FOR LOSS OF GOOD WILL, scope or geographical area that is found to be reasonable shall be substituted for the stated periodWHETHER BASED IN CONTRACT, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionTORT OR ANY OTHER THEORY.

Enforcement. Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

Enforcement. Executive acknowledges and agrees that: (ia) If a claim for indemnification made to the purpose Company pursuant to Section 4 hereof is not paid in full by the Company within 30 calendar days after a written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the covenants claim. (b) In any action brought under Section 6(a) hereof, it shall be a defense to a claim for indemnification pursuant to Section 2(a) or 2(b) hereof that the Indemnitee has not met the standards of conduct which make it permissible under the BCA for the Company to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal 11 counsel or the Shareholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillBCA, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which nor an actual determination by the Company (including the Board, independent legal counsel or the Shareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (c) It is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of the Indemnitee's rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has failed to comply with any of its obligations under the Agreement or in the event Executive breached that the Company or any such covenants; and other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding designed (iiior having the effect of being designed) remedies to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of the Indemnitee's choice, at law (such the expense of the Company as monetary damages) for hereafter provided, to represent the Indemnitee in connection with the initiation or defense of any breach litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantoutcome thereof, the Company shall have pay and be solely responsible for any and all costs, charges and expenses, including without limitation attorneys' and others' fees and expenses, reasonably incurred by the right Indemnitee (in addition to, and not in lieu of, any other right or remedy that may be available to iti) to temporary and permanent injunctive relief from as a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion result of the Restrictive Covenants is hereafter determined Company's failure to be invalid perform this Agreement or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality provision thereof or (ii) as a result of the foregoing, if Company or any person contesting the covenants set forth in Section 7 are found by a court validity or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope enforceability of this Agreement or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionprovision thereof as aforesaid.

Enforcement. Executive acknowledges and agrees that: (ia) If, at the purpose time of enforcement of the covenants set forth contained in Sections 5 through 7 Section 6 above (collectively, the “Restrictive Covenants”) is ), a court shall hold that the duration, scope or area restrictions stated are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the Restrictive Covenants to cover the maximum duration, scope and area permitted by law. Executive has had the opportunity to consult with Executive’s own legal counsel regarding the Restrictive Covenants and agrees that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill, trade secrets and other confidential information goodwill of the Company; (ii) because ’s businesses and agrees not to challenge the validity or enforceability of the nature of the business in which Restrictive Covenants. In exchange for Executive agreeing to be bound by these reasonable and necessary covenants, the Company is engaged providing Executive with the benefits as set forth in this Agreement, including without limitation the severance described in Sections 5(c) and because of the nature of the Confidential Information to which 5(d). Executive has access, it would be impractical acknowledges and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; agrees that these benefits constitute full and (iii) remedies at law (such as monetary damages) adequate consideration for any breach of Executive’s obligations under hereunder and will be provided only if Executive signs this Agreement. (b) If Executive breaches, or threatens to commit a breach of any of the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive CovenantCovenants, the Company shall have the right (following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other right or remedy that may be rights and remedies available to it) the Company at law or in equity: i. The right and remedy to temporary and permanent injunctive relief from a have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, without posting any bond including, for example, by temporary or permanent injunctive or other security and equitable relief without the necessity of proof of proving actual damage. If damages, it being agreed that any portion breach or threatened breach of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard would cause irreparable injury to the invalid portionsCompany and that money damages would not provide an adequate remedy to the Company; and ii. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator The right and remedy to be unreasonable, require Executive to account for and pay over to the Company agree that any profits, monies or other benefits derived or received by Executive as the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If result of any transactions constituting a breach of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionCovenants.

Enforcement. Executive acknowledges and agrees that: (i) that the purpose Company’s remedies at law for a breach or threatened breach of any of the covenants set forth in provisions of Sections 5 through 7 above 10(a), (b), (c), (d) or (e) herein (collectively, the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages inadequate and, in recognition of the Company this fact, Executive agrees that, in the event Executive breached of such a breach or threatened breach, in addition to any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantlaw, the Company shall have be entitled to obtain equitable relief in the right form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, the Company shall be entitled to immediately cease paying any amounts remaining due pursuant to Section 9 (other than the Accrued Amounts) in addition tothe event that Executive has violated any provision of Section 10(a) or has materially breached any of his obligations under Sections 10(b), (c), (d) or (e) of this Agreement. Executive understands that the provisions of Sections 10(a) and 10(b) may limit his ability to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in Sections 10(a) and 10(b). In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that he shall not in lieu ofassert that, and it should not be considered that, any other right provisions of Sections 10(a) and 10(b) otherwise are void, voidable or remedy unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that may be available to italthough Executive and the Company consider the restrictions contained in Sections 10(a) and 10(b) to temporary and permanent injunctive relief from be reasonable, if a judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, without posting any bond the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined indicate to be invalid or unenforceable enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in any respectthis Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such determination finding shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality enforceability of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly other restrictions contained herein. In any such action, suit or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right proceeding to enforce any such covenant in any other jurisdictionthe Covenants, the prevailing Party shall be entitled to an award of its or his reasonable attorneys’ fees and costs incurred.

Enforcement. Executive acknowledges and Grantee hereby agrees that: (i) the purpose of that the covenants set forth in this Section 15 are reasonable with respect to their scope, duration, and geographical area. Grantee further agrees and acknowledges that the restrictions contained in Section 15 do not and would not unreasonably impose limitations on Grantee’s ability to earn a living. If any court or other tribunal determines that any term or provision of Sections 5 through 7 above 15 is overbroad or otherwise invalid or unenforceable, Grantee and Entergy hereby agree that such court or tribunal shall have the power and obligation to narrow or otherwise reform the unenforceable term or provision, including to delete, replace, or add specific words or phrases, but only to the narrowest extent necessary to render the provision valid and enforceable (provided that in no event shall the “Restrictive Covenants”length of any restrictive covenant or its scope be extended or expanded), and this Agreement shall be fully enforceable as so modified. Grantee’s agreement to the restrictions provided for in this Agreement and Entergy’s agreement to grant the Award are mutually dependent consideration. Therefore, notwithstanding any other provision to the contrary in this Agreement, if (i) the enforceability of any material restriction applicable to Grantee as provided for in this Section 15 is to protect the goodwill, trade secrets challenged and found unenforceable by a court or other confidential information of the Company; tribunal or (ii) because Grantee breaches any of the nature provisions of Section 15, then Entergy shall have the right to terminate this Agreement and recover from Grantee all Shares paid to Grantee pursuant to this Agreement and, if Grantee has sold, transferred, or otherwise disposed of any Shares received in respect of the business in Restricted Units, an amount equal to the aggregate Fair Market Value of such Shares on the date on which such Common Stock was paid to Grantee pursuant to this Agreement. This provision shall be construed as a return of consideration or ill-gotten gains due to the Company is engaged failure of Grantee’s promises and because of consideration under the nature of the Confidential Information to which Executive has accessAgreement, it would be impractical and excessively difficult to determine the actual not as a liquidated damages of the Company clause. In addition, in the event Executive breached of Entergy’s termination of this Agreement, Grantee shall immediately forfeit all unvested Restricted Units and all vested and unpaid Restricted Units. Grantee further hereby agrees that, in the event of a breach by Grantee of any of the provisions of Sections 15(a), (b), (c) (d) or (e), monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such covenants; breach or threatened breach, Entergy or a System Company may, in addition to and (iii) without prejudice to other rights and remedies at law (such as monetary damages) existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any breach violations of Executive’s obligations under the Restrictive Covenants provisions hereof, in each case without the requirement of posting a bond or proving actual damages and without having to demonstrate that money damages would be inadequate. Executive therefore agrees Grantee acknowledges (i) that Grantee has carefully read this Agreement and consents that if Executive commits any breach of a Restrictive Covenant, has given careful consideration to the Company shall have the right (in addition torestraints imposed upon Grantee by this Agreement, and not Grantee is in lieu of, any other right or remedy that may be available full accord as to it) to temporary their necessity for the reasonable and permanent injunctive relief from a court proper protection of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion Confidential Information of the Restrictive Covenants System Companies and their relationships with customers, suppliers and other business partners and (ii) that Grantee is hereafter determined informed in writing hereby that Grantee has a right to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible advice of legal counsel and shall be fully enforced, without should consult with an attorney of Grantee’s choice with regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise the restrictions contained herein Grantee has been provided ample opportunity to cover the maximum period, scope seek out and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, consult with such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncounsel.

Enforcement. Executive acknowledges The Bond Trustee may at any time, at its discretion and agrees that: without further notice, take such proceedings against the Issuer or the Guarantor, as the case may be, and/or any other Person as it may think fit to enforce the provisions of the Trust Deed, the Covered Bonds, the Coupons or any other Transaction Document, but it will not be bound to take any such enforcement proceedings in relation to the Trust Deed, the Covered Bonds, the Coupons or any other Transaction Document unless (i) it has been so directed by an Extraordinary Resolution of all the purpose Covered Bondholders of all Series (with the Covered Bonds of all Series taken together as a single Series as aforesaid) or so requested in writing by the holders of not less than 25 per cent. of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information aggregate Principal Amount Outstanding of the Company; Covered Bonds of all Series then outstanding (taken together and converted into Canadian Dollars at the relevant Covered Bond Swap Rate as aforesaid), and (ii) because it has been indemnified and/or secured to its satisfaction against all liabilities to which it may thereafter render itself liable or which it may incur by so doing. In exercising any of its powers, trusts, authorities and discretions, the Bond Trustee will, subject to applicable Law, only have regard to the interests of the nature Covered Bondholders of all Series and will not have regard to the interests of any other Secured Creditors. The Bond Trustee may at any time, at its discretion and without further notice but subject to applicable Law, take such proceedings against the Guarantor and/or any other Person as it may think fit to enforce the provisions of the business Security Agreement or any other Transaction Document in which accordance with its terms and may, at any time after the Company is engaged and because Security has become enforceable, take such proceedings or steps as it may think fit to enforce the Security, but it will not be bound to take any such proceedings or steps unless (i) it has been so directed by an Extraordinary Resolution of all the Covered Bondholders of all Series (with the Covered Bonds of all Series taken together as a single Series as aforesaid) or a request in writing by the holders of not less than 25 per cent. of the nature aggregate Principal Amount Outstanding of the Confidential Information Covered Bonds of all Series then outstanding (taken together and converted into Canadian Dollars at the relevant Covered Bond Swap Rate as aforesaid), and (ii) it has been indemnified and/or secured to its satisfaction against all liabilities to which Executive has accessit may thereafter render itself liable or which it may incur by so doing. In exercising any of its powers, it would be impractical trusts, authorities and excessively difficult discretions under this paragraph, the Bond Trustee will, subject to determine applicable Law, only have regard to the actual damages interests of the Company in Covered Bondholders of all Series and will not have regard to the event Executive breached interests of any such covenants; and (iii) remedies at law (such as monetary damages) for other Secured Creditors. No Covered Bondholder or Couponholder will be entitled to proceed directly against the Issuer or the Guarantor or to take any breach of Executive’s obligations under action with respect to the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu ofTrust Deed, any other right Transaction Document, the Covered Bonds, the Coupons, or remedy that may be available the Security unless the Bond Trustee, having become bound so to it) proceed, fails to temporary do so within 30 days and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants such failure is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictioncontinuing.

Enforcement. 14.1 If the Executive acknowledges and agrees that: (i) the purpose commits a breach, or threatens to commit a breach, of any of the covenants set forth in provisions of Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill11, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant12 or 13 hereof, the Company Employer shall have the right (and remedy to have the provisions specifically enforced by any court having jurisdiction by way of injunction or otherwise, it being acknowledged and agreed by the Executive that any such breach or threatened breach will cause irreparable injury to the Group and that money damages will not provide an adequate remedy to the Group. Such right and remedy shall be in addition to, and not in lieu place of, any other right or remedy that may be rights and remedies available to it) the Employer at law or in equity. Accordingly, the Executive consents to temporary the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement. In addition, notwithstanding anything herein to the contrary, the Employer shall have the right to cease making any payments or provide any benefits to the Executive under this Agreement in the event he willfully breaches any of the provisions hereof (and permanent injunctive relief such action shall not be considered a breach under the Agreement). 14.2 The Executive acknowledges that the restrictions contained in Sections 11, 12 and 13 of this Agreement are reasonable and intended to apply after the termination of his Employment whether such termination is lawful or otherwise and that the restrictions will apply even where the termination results from a court breach of competent jurisdictionthis Agreement. 14.3 If, without posting at any bond or other security and without the necessity of proof of actual damage. If time, any portion of the Restrictive Covenants is hereafter provisions of Sections 11, 12 or 13 hereof shall be determined to be invalid or unenforceable in under any respectapplicable law, such determination shall not affect the remainder thereofby reason of being vague or unreasonable as to area, which duration or scope of activity, this Agreement shall be given the maximum effect possible considered divisible and shall become and be fully enforcedimmediately amended to only such area, without regard duration and scope of activity as shall be determined to be reasonable and enforceable by the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, other body having jurisdiction over the matter and the Executive and the Company Employer agree that the maximum period, scope or geographical area that is found to be reasonable this Agreement as so amended shall be substituted for the stated period, scope valid and binding as though any invalid or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall provision had not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionbeen included herein.

Enforcement. 15.1 If Executive acknowledges and agrees that: (i) the purpose commits a breach, or threatens to commit a breach, of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is provisions of sections 12 to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant14 hereof, the Company Employer shall have the right (and remedy to have the provisions specifically enforced by any court having jurisdiction by way of injunction or otherwise, it being acknowledged and agreed by the Executive that any such breach or threatened breach will cause irreparable injury to the Group and that money damages will not provide an adequate remedy to the Group. Such right and remedy shall be in addition to, and not in lieu place of, any other right or remedy that may be rights and remedies available to it) the Employer at law or in equity. Accordingly, the Executive consents to temporary the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement. In addition, the Employer shall have the right to cease making any payments or provide any benefits to the Executive under this Agreement in the event he wilfully breaches any of the provisions hereof (and permanent injunctive relief such action shall not be considered a breach under the Agreement). 15.2 The Executive acknowledges that the restrictions contained in sections 12 to 14 of this Agreement are reasonable and intended to apply after the termination of his employment whether such termination is lawful or otherwise and that the restrictions will apply even where the termination results from a court breach of competent jurisdictionthis Agreement. 15.3 If, without posting at any bond or other security and without time, the necessity provisions of proof of actual damage. If any portion of the Restrictive Covenants is hereafter Sections 12 to 14 hereof shall be determined to be invalid or unenforceable in under any respectapplicable law, such determination shall not affect the remainder thereofby reason of being vague or unreasonable as to area, which duration or scope of activity, this Agreement shall be given the maximum effect possible considered divisible and shall become and be fully enforcedimmediately amended to only such area, without regard duration and scope of activity as shall be determined to be reasonable and enforceable by the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, other body having jurisdiction over the matter and the Executive and the Company Employer agree that the maximum period, scope or geographical area that is found to be reasonable this Agreement as so amended shall be substituted for the stated period, scope valid and binding as though any invalid or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall provision had not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionbeen included herein.

Enforcement. Executive acknowledges 7.4.1 If either Party learns of (a) any infringement or threatened infringement, or misappropriation or threatened misappropriation, of any Foreground, Immunocore Background, or Plat form Rights by a Third Party in the Territory, (b) (b) any claim made by any Third Party that any patent or patent application comprising the Foreground, Immunocore Background or Platform Rights is invalid or should be revoked, or (c) the submission by any Third Party of an application to the FDA, whether or not in accordance with the BPC&I Act, for approval of a Biosimilar Product (a “Biosimilar Application”), then that Party shall promptly notify the other Party via the Patent Liaisons and agrees provide it with all details of such activities (each, an “Infringement”) of which it is aware (each, an “Infringement Notice”). The Patent Liaisons shall discuss such Infringement and appropriate steps to be taken with regard to such Infringement, subject to the provisions set forth in this Section 7.4 below. The Party responsible for bringing an Action (as defined below) against such Infringement shall keep the other Party informed of the progress thereof via the Patent Liaisons. 7.4.2 GSK shall have the first right, but not the obligation, to address Infringement with respect to Foreground in relation to which it is the Prosecuting Party, and Immunocore Background or Platform Rights (only including Third Party Platform Rights to the extent that Immunocore is able to enforce such rights and grant such right of enforcement to GSK in accordance with this Section 7.4.2) solely in the event that patents contained within such Immunocore Background or Platform Rights [***]. GSK shall address such Infringement by taking reasonable steps, which may include the exchange of patent listing information and negotiations regarding such patent lists with a Third Party filing a Biosimilar Application as required by the BPC&I Act, institution of legal proceedings, or other actions (an “Action”), and to compromise or sett le such Action; provided, that: (i) the purpose of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the CompanyGSK shall keep Immunocore fully informed about such Action; (ii) because GSK shall not take any position with respect to such Action in any way that is reasonably likely to directly and adversely affect the scope, validity or enforceability of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessForeground, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached Immunocore Background or Platform Rights or compromise or settle any such covenantsAction, without the prior consent of Immunocore, which consent shall not be un reasonably withheld; and (iii) remedies at law if GSK does not intend to prosecute or defend an Action, or ceases to diligently pursue such an Action, it shall promptly inform Immunocore in such a manner that such Action will not be prejudiced and Section 7.4.4 shall apply solely in the event that the Infringement is related to a Licensed Product. 7.4.3 Immunocore (such or as monetary damagesrelevant any Third Party having control over Third Party Platform Rights) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right first right, but not the obligation, to prosecute an Action to address Infringement with respect to any Foregound for which it is the Prosecuting Party, Immunocore Background and Platform Rights (subject to GSK’s rights in addition toSection 7.4.2) and: (i) Immunocore shall keep GSK fully informed about such Action; (ii) Immunocore shall not take any position with respect to such Act ion in any way that is reasonably likely to directly and adversely affect the validity or enforceability of the Immunocore Background or Platform Rights (excluding Third Party Platform Rights) that Cover Licensed Products, and not in lieu of, or compromise or sett le any other right such Action as it relates to Immunocore Background or remedy Plat form Rights (excluding Third Party Platform Rights) that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdictionCover Licensed Products, without posting any bond or other security and without the necessity prior consent of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereofGSK, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination consent shall not be unreasonably withheld; and (iii) if Immunocore does not intend to prosecute or defend an Action, or ceases to diligently pursue such an Action, to the extent not in conflict with any Third Party agreement, it shall promptly inform GSK in such a bar manner that such Action will not be prejudiced and Section 7.4.4 shall apply. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 7.4.4 In the event of an Infringement, if (i) the Party with the first right to prosecute an Act ion (the “Enforcing Party”) informs the non-Enforcing Party that it does not intend to prosecute a particular Action, (ii) within [***] after notice of Infringement the Enforcing Party has not commenced any such Action, or (iii) if the Enforcing Party thereafter ceases diligently to pursue such Action, then the non-Enforcing Party shall have the right, at its own expense, upon notice to the Enforcing Party to take appropriate action to address such Infringement, including by initiating its own Act ion or taking over prosecution of any Action initiated by the Enforcing Party. In such event, the non-Enforcing Party shall keep the Enforcing Party fully informed about such Act ion. The non-Enforcing Party shall not take any position with respect to such Action in any way diminish that is reasonably likely to directly and adversely affect the Companyscope, validity or enforceability of the Intellectual Property Rights that are the subject of such Action, or compromise or settle such Action, without the Enforcing Party’s prior written consent, which consent shall not be unreasonably withheld. The non-Enforcing Party’s right to enforce enforcement as described in this Section 7.4.4 with respect to an Infringement described in Section 7.4.1(c) is applicable solely to the extent permitted by Applicable Law. In the event that the Enforcing Party has informed the non-Enforcing Party that it is not proceeding with an Action on the advice of competent counsel, and the non-Enforcing Party opts to proceed with such Action, then the non-Enforcing Party will, at the Enforcing Party’s request, execute an agreement confirming that the decision to xxx was made despite the Enforcing Party’s objection and the non-Enforcing Party shall indemnify, defend and hold harmless the Enforcing Party and its Affiliates for all Losses arising out of Claims suffered by the Enforcing Party as a result of such suit. This Section 7.4.4 shall not apply to (a) any such covenant Third Party Platform Rights or Platform Rights where Immunocore has in place any other jurisdictionagreement with a Third Party which would conflict or which would not perm it transfer of an Action in accordance with this Section 7.4.4 or (b) GSK Foreground.

Enforcement. The Executive acknowledges that a breach of his covenants and agreements contained in Section 6 and 7 would cause irreparable damage to the Company Group, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that if he breaches or threatens to breach any of the covenants or agreements contained in Sections 6 and 7, in addition to any other remedy which may be available at law or in equity, the Company Group shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive and other equitable relief to prevent the breach or any threatened breach thereof without bond or other security or a showing of irreparable harm or lack of an adequate remedy at law. The Company and the Executive further acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in Section 6 and 7 to be reasonable and necessary for the protection of the interests of the Company Group, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply in such jurisdiction with such deletion or modification as may be necessary to make it valid and enforceable. The Executive acknowledges and agrees that: (i) that the purpose restrictions and covenants contained in Section 6 and 7 shall be construed for all purposes to be separate and independent from any other covenant, whether in this Agreement or otherwise, and shall each be capable of being reduced in application or severed without prejudice to the other restrictions and covenants set forth or to the remaining provisions of this Agreement. The existence of any claim or cause of action by the Executive against the Company Group, whether predicated upon this Agreement or otherwise, shall not excuse the Executive’s breach of any covenant, agreement or obligation contained in Sections 5 through 6 or Section 7 above (and shall not constitute a defense to the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages enforcement by any member of the Company in the event Executive breached any Group of such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantcovenant, the Company shall have the right (in addition to, and not in lieu of, any other right agreement or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionobligation.

Enforcement. Executive acknowledges and agrees that: (i) If the purpose Borrower defaults in the performance or observance of any covenant, agreement or obligation of the covenants Borrower set forth in Sections 5 through 7 above this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Authority or the Trustee to the Borrower (provided, however, that the “Restrictive Covenants”) is Authority may at its sole option extend such period if the Borrower provides the Authority with an opinion of Bond Counsel to protect the goodwilleffect that such extension will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accessprovided further, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any default relates to Section 5 hereof and the Borrower is exercising best efforts to comply with such covenants; restrictions as determined by the Authority in its sole discretion, then the cure period described above shall be 6 months and the Qualified Project Period shall be extended for a like period under Section 5(k) hereof), then the Trustee, subject to the provisions of Section 9 hereof and to the extent directed in writing by the Authority, subject to the provisions of the Indenture, acting on its own behalf or on behalf of the Authority, shall declare an “Event of Default” to have occurred hereunder, and, at its option, may take any one or more of the following steps: (iiia) remedies by mandamus or other suit, action or proceeding at law or in equity, require the Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or the Trustee hereunder; (b) have access to and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Project; and (c) take such other action at law or in equity as monetary damages) for any breach may appear necessary or desirable to enforce the obligations, covenants and agreements of Executivethe Borrower hereunder. In addition to the enforcement remedies set forth above, upon the Borrower’s obligations default under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenantthis Regulatory Agreement, the Company Authority shall have the right (in addition to, and but not in lieu of, any other right or remedy that may be available to itthe obligation) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion lease up to 20% of the Restrictive Covenants is hereafter determined Spaces in the Project for a rental of $1 per Space per year. The Authority shall sublease such units to be invalid or unenforceable in any respect, Qualified Residents to the extent necessary to comply with the provisions hereof. Any rent paid under such determination shall not affect the remainder thereof, which a sublease shall be given the maximum effect possible and shall be fully enforced, without regard paid to the invalid portions. In particular, without limiting Borrower after the generality of Authority has been reimbursed for any expenses incurred by it in connection with the foregoingsublease; provided that, if the covenants set forth Borrower is in default under the Loan, such rent shall be used to make payments under the Loan. The Trustee shall have the right, in accordance with this Section 7 are found by a court or an arbitrator to be unreasonable, Executive 17 and the Company agree provisions of the Indenture, without the consent or approval of the Authority, to exercise any or all of the rights or remedies of the Authority hereunder; provided that prior to taking any such act the maximum periodTrustee shall give the Authority written notice of its intended action. All fees, scope or geographical area that is found costs and expenses of the Trustee, the Authority and the Oversight Agent (including, without limitation, reasonable attorneys’ fees) reasonably incurred in taking any action pursuant to be reasonable this Section 17 shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any sole responsibility of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination Borrower; provided the Trustee shall not be a bar obligated to take any action hereunder that results in expenses or liability to the Trustee unless it is compensated and reimbursed for its expenses, including reasonable attorneys’ fees, and indemnified to its satisfaction against liability. After the Indenture has been discharged, or if the Trustee fails to act under this Section 17, the Authority may act in its own behalf to declare an “Event of Default” to have occurred and to take any way diminish one or more of the Company’s right steps specified hereinabove to enforce any such covenant in any other jurisdictionthe same extent and with the same effect as if taken by the Trustee.

Enforcement. Executive acknowledges Materia and agrees that: (i) Renegade each agree to notify the purpose other of any material infringement of the covenants Materia Patent Rights in the Field that infringe the rights granted to Renegade in Section 2.1 (“Renegade Product Rights”) of which it becomes aware (provided that neither party shall have any affirmative duty to undertake any investigation to learn of any infringement), and shall confer to discuss in good faith an appropriate course of action to enforce the Renegade Product Rights. Materia shall have the sole right (but not the obligation) to enforce the Renegade Product Rights, or to defend any declaratory judgment action with respect thereto, at its expense, and any recovery by Materia received as a result of any such claim, suit or proceeding shall be retained by Materia; provided, however, that if Materia does bring such action, Renegade at its option may elect to join in any such action at Renegade’s expense, and the parties shall agree on a reasonable allocation of any damages recovered pursuant to such action to reflect any lost sales or other injury to Renegade arising from the infringement of the Renegade Product Rights. Materia agrees that if it grants any license to an alleged infringer of the Renegade Product Rights (a “Settlement License”) on financial terms that, in their totality, are more favorable than those set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwillArticle III of this Agreement, trade secrets and other confidential information then Materia shall promptly notify Renegade of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has accesssuch financial terms. Upon written notice from Renegade, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which this Agreement shall be given deemed amended by substituting the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants same financial terms set forth in Section 7 are found by a court or an arbitrator to be unreasonablethe Settlement License for those set forth in Article III of this Agreement. For purposes of clarity, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areaany cross-license in which Materia obtains, and that the court or arbitrator shall revise the restrictions contained herein sublicenses to cover the maximum periodRenegade, scope a royalty-free license under all of an alleged infringer’s patents to make, use, sell, offer for sale and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination import Products shall not be a bar Settlement License. Nothing contained in this Agreement shall be construed as an obligation upon Materia to institute any suit or in action or to defend any way diminish suit or action regarding infringement or validity of the Company’s right to enforce any such covenant in Materia Patent Rights or any other jurisdictionintellectual property right.

Enforcement. Executive acknowledges and Each party agrees that: (i) to reasonably promptly notify the purpose other party in writing of any infringement, dilution or violation of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company Trademarks in the event Executive breached Sales Territory by any third party of which such covenants; party becomes aware (collectively, “Violation”). Licensor will, at its sole cost and (iii) remedies at law (expense, promptly take all action the parties mutually deem necessary to xxxxx such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damageViolation. If any portion such Violation is not completely abated to the parties’ mutual satisfaction within ninety (90) days after Licensor first becomes aware of such Violation, Licensor will, if mutually agreed upon by the parties in their reasonable business judgment, promptly commence, and diligently prosecute, litigation or other appropriate legal proceeding against such third party engaged in such Violation (or reasonably suspected to be engaged in such Violation). As between the parties, Licensor will control the prosecution of any such litigation or proceeding unless otherwise mutually agreed upon by the parties in writing, provided that Licensor will regularly confer with Licensee regarding, and keep Licensee apprised of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respectcurrent status of, such determination prosecution and will in good faith consider the comments, suggestions and other input of Licensee and/or its counsel with respect to such prosecution. If Licensor controls such prosecution, the parties agree that Licensee may, at its own expense, retain its own legal counsel to monitor such prosecution. Licensee agrees to reasonably cooperate with Licensor, at Licensor’s expense, in connection with any such litigation or proceeding (including, without limitation, by providing documents and information as may be necessary or helpful in connection therewith). In the event Licensor is awarded any damages or receives any settlement amounts in connection with any such litigation or proceeding, such damages or settlement amounts, as the case may be, shall not affect first be distributed to the remainder thereofparties to reimburse each party for the out-of-pocket costs and expenses incurred by such party in connection with such litigation or proceeding (in the case of Licensee, which including, without limitation, the expenses incurred by Licensee to retain its own legal counsel to monitor the prosecution of such litigation or proceeding), and any such damages or settlement amounts, as the case may be, remaining thereafter shall be given distributed equally between the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the Restrictive Covenants are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdictionparties.

Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests of the Employer and the Employer Affiliates will be irreparably injured, the full extent of the damages to the Employer and the Employer Affiliates may be impossible to ascertain, monetary damages may not be an adequate remedy for the Employer and the Employer Affiliates, and the Employer will be entitled to seek to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during the period in which the Executive is bound by the restraints. The Executive agrees that: (i) , before providing services, whether as an employee or consultant, to any entity during the purpose period of time that the Executive is subject to the constraints in this Agreement, the Executive will provide a copy of this Section 7 of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Employer and its Affiliates and that the Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5 through 7 above (the “Restrictive Covenants”) is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under the Restrictive Covenants would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a Restrictive Covenant, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of the Restrictive Covenants is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or areathis Agreement, and that the court or arbitrator shall revise Executive will reimburse the restrictions contained herein Employer and the Employer Affiliates for all costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any action to cover the maximum period, scope and area permitted by law. If enforce any of the Restrictive Covenants are determined to be wholly provisions of this Agreement if the Executive challenges the reasonableness or partially unenforceable in enforceability of any jurisdiction, such determination shall not be a bar to or in any way diminish of the Company’s provisions of this Agreement. It is also agreed that each of the Employer Affiliates will have the right to enforce any such covenant in any other jurisdictionall of the Executive’s obligations to that affiliate under this Agreement.