Common use of Non-Compete Clause in Contracts

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes agrees during the period commencing on the date hereof and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance ending twenty-four (24) months following the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information conclusion of the Company and its affiliates. In consideration of Term (the foregoing and this contract of employment"Non-Compete Period"), the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Datenot to, directly or indirectly (iincluding through any affiliate), (a) engage, whether compete with Company or its subsidiaries or the business of the Company or its subsidiaries as principal, agent, investor, representative, stockholder conducted on the last date of the Term (the "Business") or (b) (other than as the holder of not more than five percent (5%) a director, employee, agent, consultant, shareholder, member or manager of the stock Business or the Company) as an individual proprietor, partner, shareholder, member, equity of any corporation the capital stock of which is publicly traded)holder, officer, director, manager, employee, consultant, volunteer independent contractor, joint venturer, investor or lender or otherwise, with or without pay, participate in any activity business or business venture enterprise engaged anywhere within in the contiguous United States in the provision of any services that is are the same as, substantially similar to or competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from services that the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit subsidiaries was selling or entice providing or, to the Executive's knowledge, actively planning to sell or endeavor to solicit or entice away any provide, during the twelve months preceding the end of the referral sourcesTerm (each, clients a "Competing Business"), provided that this clause (b) shall not be construed to prevent the Executive from being employed by a division or customers a subsidiary of a Competing Business if the Executive's services to such division or subsidiary do not, in fact, compete with the Company and/or or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Informationsubsidiaries. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority foregoing restrictions shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of construed to prohibit the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach ownership by the Executive of (i) not more than three percent (3%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 (a "public company") that are publicly owned and regularly traded on any national securities exchange or over-the-counter market or (ii) debt instruments of any privately owned entity, governmental entity, governmental entity, quasi-governmental entity, bond issuer or public company, if, with respect to both clauses (i) and (ii), such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such privately owned entity, governmental entity, quasi-governmental entity, bond issuer or public company, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive's rights as a debt or equity holder, or seek to do any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreementforegoing. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing In the event the Employment Period is terminated under Sections 4.3, 4.5, 4.6 or 5, then this Agreement and accepting employment hereunder, Executive Section 7 will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance apply to the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration the event the Employment Period is otherwise terminated, such as pursuant to Section 4.4, then no part of this Section 7 will apply to the foregoing and this contract of employment, the Executive agrees that the Executive. 7.2 The Executive will not, during the Executive’s term of employment and for a period of eighteen twenty-four (1824) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous continental United States that is competitive with the BusinessBusiness on the Termination Date, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the CompanyHanger (including any direct or indirect subsidiary of Hanger), either on the Executive’s his own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or Hanger (including any direct or indirect subsidiary of its affiliates with whom Hanger) as of the Executive had contact during the Executive’s employment with the Company Termination Date for the purpose of competing in the Business, either on the Executive’s his own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the CompanyDate, unless such Person’s employment was terminated by the Company and/or its affiliatesHanger (including any direct or indirect subsidiary of Hanger); or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 7.3 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 7.4 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 (a) Employee acknowledges and recognizes the highly competitive nature of the Company’s business and that Employee’s duties hereunder justify restricting Employee’s further employment. The Executive recognizes and acknowledges Employee agrees that so long as the Employee is employed by virtue of signing this Agreement and accepting employment hereunderthe Company, Executive will receive training materialsEmployee, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance except when acting at the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information request of the Company and its affiliates. In consideration on behalf of or for the benefit of the foregoing Company, (i) will not induce customers, agents or other sources of distribution of the Company’s business under contract, doing business with the Company, or in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, (ii) will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of soliciting or inducing, any individual that was, within ninety days prior to the termination of this Agreement, an employee of Company or any of Company’s affiliates to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the termination of this Agreement, an employee of either the Company or an affiliate of the Company, and this contract (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of employmenta limited liability company, shareholder of a company that does not have securities registered under the Executive Securities Exchange Act of 1934, as amended (the “1934 Act”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of Company. Employee further covenants and agrees that the Executive will notrestrictive covenant set forth in this paragraph is reasonable as to duration, during terms, and geographical area and that the Executivesame protects the legitimate interests of Company, imposes no undue hardship on Employee, and is not injurious to the public. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made. (b) In the event that Employee’s term of employment and with Company is terminated pursuant to Section 8(a) below, the provisions in Section 7(a) above shall continue to apply for a period of eighteen (18) 12 months following the date of termination, however, such provisions will be limited geographically to any areas that Company is currently developing, or any areas that Company has, during the 12 month period prior to the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder termination of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the ExecutiveEmployee’s employment with the Companypursuant to Section 8(a) below, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise Employee with a copy list of this Agreement or a general description of some or all of the terms of this Agreementareas to which Section 7(a) is limited.

Non-Compete. 7.1 The Executive recognizes (a) During the Term of Employment and, unless Employee’s employment is terminated for the reason set forth in Section 4(a) above (i.e., Expiration Date), in which case this Section 7(a) shall terminate automatically and acknowledges that by virtue of signing this Agreement and accepting employment hereunderwithout notice, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen six (186) months after following the Termination Datelast day of Employee’s employment by the Company, Employee will not, either directly or indirectly (i) engageindirectly, whether as principal, agent, owner, employee, partner, investor, representative, stockholder shareholder (other than solely as the a holder of not more than five percent (5%) 1% of the stock or equity issued and outstanding shares of any corporation the capital stock of which is publicly tradedpublic corporation), employee, consultant, volunteer advisor or otherwiseotherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in the hotel or casino business in or within one hundred (100) miles of the Stratosphere Hotel and Casino. Notwithstanding the foregoing, nothing in this Agreement will prohibit Employee from investing in the securities of private companies in which he does not participate in the management (either as an employee, officer or director), provided that such investment has been cleared in accordance with all investment or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies applicable to Employee . (b) Employee covenants and agrees with the BusinessCompany and its subsidiaries that, (ii) solicit or entice or endeavor to solicit or entice away from during Employee’s employment by the Company and/or its affiliates any director, officer, employee, agent or consultant and for one (1) year following the last day of the Company and/or its affiliates with whom the Executive had contact during the ExecutiveEmployee’s employment with by the Company, either on the Executive’s own account Employee shall not directly, or indirectly, for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account himself or for any other Person: (i) solicit, firminterfere with or endeavor to entice away from the Company, corporation any Designated Affiliate or organization; any of their subsidiaries or affiliates, any customer, client or any Person in the habit of dealing with any of the foregoing; (ivii) employ interfere with, entice away or otherwise utilize (whether as a consultant, advisor or otherwise) attempt to obtain the withdrawal of any Person who was a director, officer, or employee of the Company and/or its affiliates at Company, any time during the two Designated Affiliate or any of their subsidiaries or affiliates; or (2iii) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment advise any Person not to do business with the Company, unless such Person’s employment was terminated by the Company and/or its any Designated Affiliate or any of their subsidiaries or affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment . Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 6 and who is or may Section 7 (the Non-Disclosure and Non-Compete sections respectively) would not be likely unduly burdensome to be in possession Employee and that such restrictions are reasonably necessary to protect the legitimate interests of any Confidential Informationthe Company. The Executive Employee agrees that the restraints imposed under remedy of damages for any breach by Employee of the provisions of either of these sections may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond. In the event the terms of this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in shall be determined by any proceeding, the Court or other authority shall refuse court of competent jurisdiction to enforce covenants set forth in this Section 7, because such covenants cover be unenforceable by reason of its extending for too extensive a geographic area or too long great a period of timetime or over too great a geographical area or by reason of its being too extensive in any other respect, any such covenant shall it will be deemed appropriately amended and modified in keeping with interpreted to extend only over the intention maximum period of time for which it may be enforceable, over the parties maximum geographical area as to which it may be enforceable, or to the maximum extent permitted in all other respects as to which it may be enforceable, all as determined by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment such court in the Executive such action. This section constitutes an independent and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge separable covenant that money damages may not shall be an adequate enforceable notwithstanding any right or remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of may have under any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy provision of this Agreement or a general description of some or all of the terms of this Agreementotherwise.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing mutual terms and this contract of employment, agreements set forth herein the Executive hereby agrees that while employed by the Company, the Executive will not, during unless authorized in writing to do so by the Executive’s term of employment and for a period of eighteen (18) months after the Termination DateCompany, directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any substantial manner with, any business in North America which directly or indirectly competes with any line of business of the Company or its subsidiaries; provided, that nothing in this subsection (iii) engage, whether as principal, agent, investor, representative, stockholder (other than as shall prohibit the holder of not more than Executive from acquiring up to five percent (5%) of the stock or any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the capital stock "over-the-counter market." The Executive also agrees that following the Executive's termination of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within employment and until the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant first anniversary of the Company and/or its affiliates with whom Executive's Date of Termination, the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for will not (x) recruit any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or or its affiliates subsidiaries or solicit or induce, or attempt to solicit or induce, any employee of the Company or its subsidiaries to terminate his or her employment with, or otherwise cease his or her relationship with, the Company or its subsidiaries, provided that this will not preclude hiring any person who contacts the Executive for employment and who has not been employed by the Company or its subsidiaries at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliatessix months; or (vy) employ solicit, divert or otherwise utilize (whether as a consultanttake away, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is attempt to solicit, divert or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceedingtake away, the Court business or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive patronage of any of the provisions clients, customers or accounts, or prospective clients, customers or accounts, of Section 6 or this Section 7, the Company or its successors subsidiaries that were contacted, solicited or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of served by the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits while employed by the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreementits subsidiaries.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the A. Unless Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of employment is terminated by the Company and its affiliates. In consideration as a result of the foregoing and this contract of employmentan Involuntary Termination, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen one (181) months after year following the Termination DateDate of Termination, either directly or indirectly (i) engageindirectly, whether as principal, agent, owner, employee, partner, investor, representative, stockholder (other than solely as the a holder of not more than five percent (5%) 1% of the stock or equity issued and outstanding shares of any corporation the capital stock of which is publicly tradedpublic entity), employee, consultant, volunteer advisor or otherwiseotherwise howsoever own, with operate, carry on or without payengage in the operation of or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any activity or business venture anywhere within the contiguous United States that is similar to or competitive with the Businessbusiness conducted by the Company or any of its subsidiaries, whether with respect to customers, sources of supply or otherwise. B. Executive covenants and agrees with the Company and its subsidiaries that, during the Term of Employment and for one (ii1) solicit year thereafter, Executive shall not, directly or entice indirectly, for himself or for any other Person: (1) solicit, interfere with or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its subsidiaries or affiliates’ service, any customer or client; (2) attempt to direct or solicit any customer or client away from the Company or any of its subsidiaries or affiliates; or (iii3) solicit or entice or endeavor to solicit or interfere with, entice away or otherwise attempt to induce any of the referral sources, clients person who is then or customers has been within six (6) months prior thereto an employee of the Company and/or or any of its subsidiaries or affiliates with whom the Executive had contact during the Executive’s to terminate his/her employment with the Company for the purpose or any of competing in the Business, either on the Executive’s own account its subsidiaries or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date affiliates. Executive represents to and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment agrees with the Company that the enforcement of the restrictions contained in Paragraph 8 and who is or may Paragraph 9 (i.e., the Non-Disclosure, Non-Disparagement and Non-Compete provisions of this Agreement) would not be likely unduly burdensome to be in possession Executive and that such restrictions are reasonably necessary to protect the legitimate interests of any Confidential Informationthe Company. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period remedy of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach by Executive of the provisions of Section 6 or this Section 7 either of these paragraphs may be inadequate and that any such breach will cause the Company irreparable harmshall be entitled to seek injunctive relief, without posting any bond, and Executive agrees not to oppose granting of such relief on the grounds that monetary damages would adequately compensate the Company. Therefore, in the event of a breach by the Executive of This Paragraph 9 constitutes an independent and separable covenant that shall be enforceable notwithstanding any of the provisions of Section 6 right or this Section 7, remedy that the Company or its successors or assigns may, in addition to may have under any other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy provision of this Agreement or a general description of some or all of the terms of this Agreementotherwise.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive Employee will not, during the Executive’s term period of employment this Agreement or of his engagement with IMI whichever period is longer, and for a period of eighteen one (181) months after year immediately following the Termination Datetermination of this Agreement or his engagement, whichever is longer, for any reason whatsoever, directly or indirectly indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, or business of whatever nature: i. Engage in developing or marketing software for animal indentification and traceability in the beef cattle industry within five-hundred (i500) engagemiles of the home office of IMI or any of its affiliates, to which Employee has provided services pursuant to this Agreement, or any present location representing a permanent or semi-permanent (at least six (6) months of operation) facility of IMI or any of such affiliates wherein IMI or any of such affiliates have performed services, whether such services were performed as principal, agent, investortrustee or through the agency of any cooperation, representativepartnership, stockholder association, agent, agency or business of whatever nature. ii. Call upon any present or past customer of IMI or any of such affiliates (other than as including, but not limited to, any customers obtained for IMI or any of such affiliates by Employee) for the holder purpose of not soliciting or selling any products or services in competition with those of IMI; iii. Call upon any employee of IMI or any of such affiliates for the purpose or with the intent of enticing them away from or out of the employ of IMI or any of such affiliates for any reason whatsoever; and iv. be the owner of more than five percent one (51%) of the outstanding capital stock or equity of any corporation the capital stock or any officer, director or employee of any corporation (other than IMI or a corporation affiliated with IMI), or a member or employee of any partnership, or an owner or employee of any other business which is publicly traded)engaged in any business which competes with IMI, employeewithin five-hundred (500) miles of the home office of IMI or any of such affiliates or any present permanent or semi permanent facility of any of IMI or any such affiliates. Notwithstanding the preceding, consultantEmployee may: (i) continue any activity which, volunteer at the time Employee commenced such activity did not violate this Agreement and (ii) provide any and all services requested by companies affiliated with IMI. Because of the difficulty of measuring economic losses to IMI as a result of his breach of the foregoing covenant and because of the immediate and irreparable damage that would be caused to IMI for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by IMI in the event of breach by him by injunctions and restraining orders. It is agreed by the parties that the foregoing covenants in this Section 10 impose a reasonable restraint on Employee in light of the activities and business of IMI on the date of the execution of this Agreement and the future plans of IMI; but it is also the intent of IMI and Employee that such covenants be construed and enforced in accordance with the activities and business of IMI on the date of the termination the employment of Employee. The covenants in this Section 10 are severable and separate and the unenforceability of any specific covenant shall not affect the provisions of any other covenant Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable and the Agreement shall thereby be reformed. All of the covenants in this Section shall be construed as an agreement independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against IMI, whether predicated on this Agreement or otherwise, with or without pay, in any activity or business venture anywhere within shall not constitute a defense to the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach enforcement by IMI of such Person’s contract covenants. It is specifically agreed that the period of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding stated at the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession beginning of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable 10, during which the agreements and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth of Employee made in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant 10 shall be deemed appropriately amended and modified effective, shall be computed by excluding from such computation any time during which Employee is in keeping with the intention violation of the parties to the maximum extent permitted by law. 7.2 Since a material purpose any provision of this Agreement Section 10 and any time during which there is to protect the Company’s investment pending in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive any action (including any appeal from any final judgment) brought by any person, whether or other relief not a party to this Agreement, in order which action IMI seeks to enforce the agreements and covenants of Employee or prevent in which any violations person contests the validity of the provisions of this Agreementsuch agreements and covenants or their unenforceability or seeks to avoid their performance or enforcement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance During the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of period which includes the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s entire term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the CompanyCorporation and one (1) year following the termination of such employment, however caused (the “Restricted Period”), the Executive shall not, directly or indirectly, either on (a) within any state in which the Executive’s own account or for Corporation has actively engaged in the Company Business during any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any part of the referral sources, clients or customers term of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officerCorporation, or employee (b) within any state in which the Executive has actively engaged in any activities on behalf of the Company and/or its affiliates at Corporation during any time during part of the two (2) years preceding the Termination Date and with whom the Executive had contact during term of the Executive’s employment with the CompanyCorporation, unless such Person’s employment was terminated by the Company and/or its affiliates; or (vc) employ with respect to any customer or otherwise utilize (whether as a consultant, advisor or otherwise) any Person supplier with whom the Executive has had contact material dealings on behalf of the Corporation during any part of the term of the Executive’s employment with the Corporation, compete with the Corporation in any manner in any area of the Company and who is Business in which the Executive has worked for the Corporation, on behalf of the Executive or any other Person, including, without limitation, that the Executive shall not: (i) engage in the Company Business for his own account; (ii) enter the employ of, or render any services to, any Person engaged in the Company Business; (iii) request or instigate any account or customer of the Corporation to withdraw, diminish, curtail or cancel any of its business with the Corporation; or (iv) become interested in any Person engaged in the Company Business as an owner, partner, stockholder, officer, director, licensor, licensee, principal, agent, the Executive, trustee, consultant or in any other relationship or capacity; provided that the Executive may be likely to be in possession own, directly or indirectly, solely as an investment, securities of any Confidential Informationcorporation which are traded on any national securities exchange if he (x) is not a controlling person of, or a member of a group which controls, such corporation or (y) does not, directly or indirectly, own one percent (1%) or more of any class of securities of such corporation. The Executive agrees that In the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits event of the Executive’s background and general experience in the industrybreach of any provision of this section, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach running of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. ThereforeRestricted Period shall be automatically tolled (i.e., in the event of a breach by the Executive of any no part of the provisions of Section 6 or this Section 7, Restricted Period shall expire) from and after the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations date of the provisions of this Agreementfirst such breach. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes (i) Unless the Majority Shareholders otherwise consent in writing, the Principal and acknowledges that by virtue the Co-Founder (a) shall devote his full time and attention to the business of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information the Group Companies and will acquire additional valuable training use his best efforts to develop the business and knowledgeinterests of such entities until the first anniversary of the consummation of the Qualified IPO, enhance unless his earlier resignation or an alternative arrangement is approved by the Executive’s professional skills and experienceMajority Shareholders, and learn additional proprietary Trade Secrets and Confidential Information (b) so long as the Principal or the Co-Founder is a director, officer, employee or a direct or indirect holder of the Equity Securities of a Group Company and its affiliates. In consideration for two (2) years after the Principal or the Co-Founder is no longer a director, officer, employee or a direct or indirect holder of the foregoing and this contract Equity Securities of employmenta Group Company, the Executive agrees that the Executive will shall not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Dateshall cause his Affiliate and Associate not to, directly or indirectly indirectly, (i) engageown, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether as principalin corporate, agentproprietorship or partnership form or otherwise, investorthat is related to the business of any Group Company or otherwise competes with the Group Companies (a “Restricted Business”); provided, representativehowever, stockholder (other that the restrictions contained in this clause shall not restrict the acquisition by the Principal or the Co-Founder, directly or indirectly, of less than as the holder of not more than five one percent (51%) of the stock or equity then outstanding share capital of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, traded company engaged in any activity or business venture anywhere within the contiguous United States that is competitive with the a Restricted Business, (ii) solicit any Person who is or entice or endeavor to solicit or entice away from the Company and/or its affiliates has been at any director, officer, employee, agent or consultant time a customer of the Company and/or its affiliates Group for the purpose of offering to such customer goods or services similar to or competing with whom the Executive had contact during the Executive’s employment with the those offered by any Group Company, either on or canvass or solicit any Person who is or has been at any time a supplier or licensor or customer of any Group Company for the Executive’s own account purpose of inducing any such Person to terminate its business relationship with such Group Company, or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice away or endeavor endeavour to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, consultant or employee of any Group Company. (ii) The Principal and the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees Co-Founder expressly agree that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants limitations set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended are reasonably tailored and modified reasonably necessary in keeping with the intention light of the parties circumstances. Furthermore, if any provision of this Section is more restrictive than permitted by the Laws of any jurisdiction in which a Party seeks enforcement thereof, then this Section will be enforced to the maximum greatest extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits Law. Each of the Executive’s background undertakings contained in this Section shall be enforceable by each Group Company and general experience in the industry, the parties hereto agree Investors separately and acknowledge that money damages may not be an adequate remedy for any breach independently of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any right of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this AgreementGroup Companies. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 (a) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment. The Executive recognizes and acknowledges Employee agrees that so long as the Employee is employed by virtue of signing this Agreement and accepting employment hereunderthe Company, Executive will receive training materialsEmployee, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance except when acting at the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information request of the Company and its affiliates. In consideration on behalf of or for the benefit of the foregoing Company, (i) will not induce customers, agents or other sources of distribution of the Company's business under contract, doing business with the Company, or in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, (ii) will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of soliciting or inducing, any individual that was, within ninety days prior to the termination of this Agreement, an employee of Company or any of Company's affiliates to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the termination of this Agreement, an employee of either the Company or an affiliate of the Company, and this contract (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of employmenta limited liability company, shareholder of a company that does not have securities registered under the Executive Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of Company. Employee further covenants and agrees that the Executive restrictive covenant set forth in this paragraph is reasonable as to duration, terms, and geographical area and that the same protects the legitimate interests of Company, imposes no undue hardship on Employee, and is not injurious to the public. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made. (b) The Company recognizes that the Employee currently owns interests in Tower Energy Corporation, Tower Equipment Corporation, Tower Drilling Corporation and Ragged Mountain Resources, LLC, and these entities may own minor oil and gas related interests. Ownership in these entities will notnot constitute a breach of the covenant set forth under 7(a)(iv) above. (c) In the event that Employee's employment with Company is terminated pursuant to Section 8(a) below, during the Executive’s term of employment and provisions in Section 7(a) above shall continue to apply for a period of eighteen (18) 12 months following the date of termination, however, such provisions will be limited geographically to any areas that Company is currently developing, or any areas that Company has, during the 12 month period prior to the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the Termination Datetermination of Employee's employment pursuant to Section 8(a) below, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise Employee with a copy list of this Agreement or a general description of some or all of the terms of this Agreementareas to which Section 7(a) is limited.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance During the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment Employment Period and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding following the Termination Date termination of Employee's employment hereunder, however caused (the "Restricted Period"), Employee shall not, directly or indirectly, (A) within the State of Ohio, (B) in any other state in which Employer has actively engaged in the Company Business during any part of the term of Employee's employment with Employer, and (C) with respect to any customer or supplier with whom Employer has had material dealings during any part of the Executive had contact during the Executive’s term of Employee's employment with the CompanyEmployer, unless compete with Employer in any manner, on behalf of himself or any other person, firm, business, corporation or other entity (each such other person, firm, business or other entity being referred to hereinafter as a "Person’s employment was terminated by "), including, without limitation, that Employee shall not (i) engage in the Company and/or Business for his own account; (ii) except for employment of Employee by Employer or an affiliate of Employer, enter the employ of, or render any services to, any Person engaged in the Company Business; (iii) request or instigate any account or customer of Employer to withdraw, diminish, curtail or cancel any of its affiliates; business with Employer, or (viv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) become interested in any Person with whom the Executive had contact during the Executive’s employment with engaged in the Company and who is Business as an owner, partner, shareholder, officer, director, licensor, licensee, principal, agent, employee, trustee, consultant or in any other relationship or capacity; provided, however, that Employee may be likely to be in possession own, directly or indirectly, solely as an investment, securities of any Confidential Informationcorporation which are publicly-traded if he (A) is not a controlling person of, or a member of a group which controls, such corporation, or (B) does not, directly or indirectly, own 1% or more of any class of securities of such corporation. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in In the event of a Employee's breach by the Executive of any provision of this paragraph 9, the running of the provisions of Section 6 or this Section 7Restricted Period shall be automatically tolled (i.e., the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations no part of the provisions of this Agreement. 7.3 The Executive specifically authorizes Restricted Period shall expire) from and permits after the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all date of the terms of this Agreementfirst such breach.

Non-Compete. 7.1 The Executive recognizes Unless the Requisite Preferred Holders otherwise consent in writing, each Principal (a) shall devote his full time and acknowledges that by virtue attention to the business of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information the Group Companies and will acquire additional valuable training use his best efforts to develop the business and knowledge, enhance interests of the ExecutiveGroup Companies until the first anniversary of the date of the completion of the Qualified IPO (unless such Principal’s professional skills and experienceearlier resignation is approved by the Requisite Preferred Holders), and learn additional proprietary Trade Secrets and Confidential Information (b) so long as such Principal is a director, officer, employee or a direct or indirect holder of the Equity Securities of a Group Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen one (181) months year after the Termination Datesuch Principal is no longer a director, officer, employee or a direct or indirect holder of Equity Securities of a Group Company, shall not, and shall cause his Affiliate or Associate not to, directly or indirectly indirectly, (i) engageown, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether as principalin corporate, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock proprietorship or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer partnership form or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive related to the business of any Group Company or otherwise competes with the Group Companies (a “Restricted Business”); (provided, however, that the restrictions contained in this clause (i) shall not restrict the acquisition by such Principal, directly or indirectly, of less than 5% of the outstanding share capital of any publicly traded company engaged in a Restricted Business), (ii) solicit any Person who is or entice or endeavor to solicit or entice away from the Company and/or its affiliates has been at any director, officer, employee, agent or consultant time a customer of the Company and/or its affiliates Group for the purpose of offering to such customer goods or services similar to or competing with whom the Executive had contact during the Executive’s employment with the those offered by any Group Company, either on or canvass or solicit any Person who is or has been at any time a supplier or licensor or customer of any Group Company for the Executive’s own account purpose of inducing any such Person to terminate its business relationship with such Group Company, or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice away or endeavor endeavour to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, consultant or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Group Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees Principals expressly agree that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants limitations set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended are reasonably tailored and modified reasonably necessary in keeping with the intention light of the parties circumstances. Furthermore, if any provision of this Section is more restrictive than permitted by the Laws of any jurisdiction in which a Party seeks enforcement thereof, then this Section will be enforced to the maximum greatest extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits Law. Each of the Executive’s background undertakings contained in this Section shall be enforceable by each Group Company and general experience in the industry, the parties hereto agree each Investor separately and acknowledge that money damages may not be an adequate remedy for any breach independently of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any right of the provisions of Section 6 or this Section 7, other Group Companies and the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this AgreementInvestors. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance (i) During the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information term of the Company and its affiliates. In consideration Employee’s employment by the Company, neither the Employee nor any other person or entity with the Employee’s assistance nor any entity in which the Employee directly or indirectly has any interest of any kind (without limitation) will, anywhere in the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Dateworld, directly or indirectly (i) engageindirectly, whether as principalown, agentmanage, investoroperate, representativecontrol, stockholder (other than as be employed by, solicit sales for, invest in, participate in, advise, consult with, or be connected with the holder of not more than five percent (5%) of the stock ownership, management, operation, or equity control of any corporation the capital stock of business which is publicly traded), employee, consultant, volunteer or otherwise, with or without payengaged, in any activity whole or business venture anywhere within the contiguous United States that is competitive with the Businessin part, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on or any business that is competitive therewith or any portion thereof, except for the Executiveexclusive benefit of the Company. (ii) For a period of two years after termination of the Employee’s own account or for employment by the Company, neither the Employee nor any other Personperson or entity with the Employee’s assistance nor any entity in which Employee directly or indirectly has any interest of any kind (without limitation) will, firmanywhere in the world, corporation directly or organization; (iv) employ or otherwise utilize (whether as a consultantindirectly, advisor or otherwise) any Person who was a directorown, officermanage, operate, control, be employed by, solicit sales for, invest in, participate in, advise, consult with, or employee be connected with the ownership, management, operation, or control of any business which is engaged, in whole or in part, in the Business, or any business that is competitive therewith or any portion thereof, except that this covenant will not prevent the Employee from assuming any position in which the Employee provides legal advice or counsel pursuant to an attorney-client relationship, subject to the restrictions set forth below. (iii) Following termination of the Employee’s employment by the Company, if the Employee assumes a position in which the Employee provides legal advice or counsel pursuant to an attorney-client relationship, the Employee will comply with all rules of ethics and professional responsibility governing the legal profession. Specifically, but without limiting the foregoing, the Employee will not reveal information relating to the Employee’s prior representation of the Company and/or its affiliates at unless the Company consents after consultation. The Employee will not represent any time during party in the two (2) years preceding same or substantially related matters in which that party’s interests are materially adverse to the Termination Date and with whom the Executive had contact during the Executive’s employment with interests of the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultantconsents after consultation. Further, advisor or otherwise) any Person with whom the Executive had contact during Employee will not use information relating to the ExecutiveEmployee’s employment with prior representation of the Company and who is or may be likely to be in possession the disadvantage of any Confidential Information. the Company. (iv) The Executive agrees that the restraints imposed under this Section 7 are reasonable and Employee will not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of have breached the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (Section 5(c) solely by reason of holding, directly or may serve) as an employeeindirectly, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all not greater than 2% of the terms outstanding securities of this Agreementa company listed on or through a national securities exchange.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue In consideration of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information covenants of the Company and its affiliates. In consideration of the foregoing and this contract of employment, ----------- the Executive hereunder, Executive hereby agrees that that, until the latest of: (i) while Executive will not, is employed during the Executive’s term of employment and Term, (ii) during such time after the Term as Executive is employed by the Company, (iii) while Executive is receiving Severance Benefits pursuant to this Agreement, or (iv) for a period of eighteen (18) months one year after Executive's termination of employment for any reason, he will not, unless authorized in writing to do so by the Termination DateCompany, directly or indirectly (i) engageown, whether as principalmanage, agentoperate, investorjoin, representativecontrol or participate in the ownership, stockholder (other than as the holder of not more than five percent (5%) of the stock management, operation or equity of any corporation the capital stock of which is publicly traded)control of, employee, consultant, volunteer or otherwise, with be employed by or without pay, otherwise connected in any activity manner with any business which directly or indirectly competes with any line of business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; provided, that nothing in this paragraph shall prohibit Executive after termination of his employment from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the over-the-counter market. Executive agrees that for a period ending on the second anniversary after Executive's termination of employment hereunder for any reason, Executive will not (iiix) solicit or entice or endeavor to solicit or entice away recruit any of the referral sources, clients or customers employee of the Company and/or or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation solicit or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officerinduce, or attempt to solicit or induce, any employee of the Company and/or or any of its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s to terminate his or her employment with the Companywith, unless such Person’s employment was terminated by or otherwise cease his or her relationship with, the Company and/or or any of its affiliates; , or (vy) employ solicit, divert or otherwise utilize (whether as a consultanttake away, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is attempt to solicit, divert or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceedingtake away, the Court business or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive patronage of any of the provisions clients, customers or accounts, or prospective clients, customers or accounts, of Section 6 or this Section 7, the Company or any of its successors affiliates that were contracted, solicited or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of served by the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits while employed by the Company to provide or any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreementits affiliates.

Non-Compete. 7.1 (i) The Executive recognizes Founder hereby undertakes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of Warrantors shall cause the Founder to undertake to the Company and its affiliates. In consideration the Investors that for a period as long as the Founder holds any position of chairman, director or management personnel in any Group Company, and at any time prior to the foregoing and this contract of employmentthird anniversary from the date he ceases to hold such position in any Group Company (whichever is later), the Executive agrees that the Executive he will not, during without the Executive’s term prior written consent of the holders of at least 75% of the voting power of the then outstanding Series A-2 Preferred Shares, Series A-3 Preferred Shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares (voting together as a single class and calculated on as-converted basis) either on his own account or through any of his Affiliates or in conjunction with or on behalf of any other Person: (1) Unless the employment and for a period of eighteen (18) months after the Termination DateFounder is terminated by any Group Company without Cause, carry on or be engaged, concerned or interested directly or indirectly (i) engage, whether as principalshareholder, director, employee, partner, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock advisor or equity of otherwise carry on any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, business in any activity or business venture anywhere within the contiguous United States that is competitive direct competition with the Business, primary business then operated by the Group Companies in the PRC and any other geographic territory in which the Group Companies then actively operate (iiexcept for the Founder’s interest in 湖北蔚来长江新能源产业发展基金合伙企业（有限合伙）); (2) solicit Solicit or entice away or endeavor attempt to solicit or entice away from any Group Company, any Person who is or shall at any time within twelve (12) months prior to such solicitation have been a customer, client, representative or agent of such Group Company or in the Company and/or its affiliates habit of dealing with such Group Company; or (3) Employ, solicit or entice away or attempt to employ, solicit or entice away from any directorGroup Company, any person who is or shall have been at the date of or within twelve (12) months prior to such cessation an officer, employeemanager, agent consultant or consultant employee of the any such Group Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account whether or for any Person, firm, corporation or other organization, regardless of whether the Person solicited not such person would commit any a breach of such Person’s contract of employment by reason of leaving the Company’s or any such employment (other than pursuant to advertisements of its affiliates’ service; general circulation). (iiiii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date Each and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed every obligation under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant 12.19 shall be deemed appropriately amended treated as a separate obligation and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive shall be severally enforceable as such and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts which are unenforceable shall be deleted from such section and any such deletion shall not affect the Executive of any enforceability of the provisions remainder parts of Section 6 or such section. (iii) If any restrictions in this Section 7, 12.19 shall be adjudged to be invalid or unenforceable as being in excess of what is reasonably required for the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations protection of the provisions Group or the Investors, but would be valid if parts of this Agreement. 7.3 The Executive specifically authorizes Section were deleted or the scope herein reduced, all restrictions in this Section shall apply with such modifications as may be necessary to make them legally valid and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all effective. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall cause each Key Employee of the terms of this AgreementGroup Companies to comply with the non-compete agreement executed between such Key Employee and the relevant Group Company.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. 6.1 In consideration of the foregoing and Company's entering into this contract of employmentAgreement, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen his employment hereunder, he will not (18i) months after the Termination Date, directly or indirectly (i) engageown, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as principalan officer, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded)director, employee, consultantpartner, volunteer investor or otherwise, with or without pay, any business entity which is engaged in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from in which the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; subsidiaries is currently engaged or is engaged at the time of termination of Executive's employment hereunder, or (iiiii) solicit for himself or entice on behalf of any other person, partnership, corporation or endeavor to solicit or entice away entity, call on any customer of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing soliciting, diverting or taking away any customer from the Company. Nothing herein contained shall be deemed to prohibit Executive from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the Businessover-the-counter market and Executive's holdings therein represent less than one (1%) percent of the total number of shares or principal amount of other securities of such company outstanding. 6.2 Executive shall not, either during the full term of his employment by the Company and for a period of one year thereafter, for himself or on the Executive’s own account or for behalf of any other Personperson, firmpartnership, corporation or organization; (iv) employ entity, directly or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officerindirectly, or by action in concert with others (a) solicit, induce, or encourage any person known to him to be an employee of the Company and/or its affiliates at or any time during affiliate of the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s Company to terminate his or her employment or other contractual relationship with the CompanyCompany or any of its affiliates; (b) solicit, unless such Person’s employment was terminated induce or encourage any person known by him to have a contractual relationship with the Company to discontinue, terminate, cancel or refrain from entering into any contractual relationship with the Company or any of its affiliates; (c) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity which owns, manages, operates, controls or is otherwise connected with, in any manner, a television station in any designated market area (as defined by ▇▇▇▇▇▇▇) then served by a television station then owned by the Company and/or or any of its affiliates; or (vd) employ in any way solicit or otherwise utilize (whether as a consultantattempt to solicit the business or patronage of any person, advisor firm, corporation, partnership, association or otherwise) any Person with whom other entity, whose business the Executive had contact Company has enjoyed during the Executive’s employment 's tenure with the Company and who is ("customers") or may be likely otherwise induce such customers of the Company to be in possession of any Confidential Information. The Executive agrees that reduce, terminate, restrict or otherwise alter their business relationships with the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, Company in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by lawfashion. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the 6.3 Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge acknowledges that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes Paragraph 6 are reasonable and permits necessary for the Company protection of the Company, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to provide be divisible. In the event that any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy provision of this Agreement Paragraph 6, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a general description court of some or all competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the terms of this Agreementparties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will shall not, during the Executive’s term of employment Term and for a period of eighteen three (183) months after years thereafter (the Termination Date"Restricted Period"), in the United States, Canada or any other place where the Company, its subsidiaries or affiliates conduct business, directly or indirectly (except in Executive's capacity as an officer of the Company or its subsidiaries or affiliates) (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock engage or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, participate in any business activity competitive with the Company's business, or in any business venture anywhere within the contiguous United States activity which sells to or supplies goods or products to a business that is competitive with the Company's business, or in either case, the business of any of the Company's subsidiaries or affiliates ("Competing Business"), as the same are conducted by the Company or its subsidiaries or affiliates at any time during the Restricted Period; (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent agent, consultant or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for otherwise) any Personperson, firm, corporation corporation, association or other organizationentity engaged in any Competing Business. Notwithstanding the foregoing, regardless Executive may hold up to one percent (1%) of whether the Person solicited would commit outstanding securities of any breach class of such Person’s contract any publicly-traded securities of employment by reason of leaving the Company’s or any of its affiliates’ service; company; (iii) solicit or entice call on, either directly or endeavor to solicit indirectly, (A) for purposes of selling goods or entice away products competitive with goods or products sold by the Company, any of the referral sources, clients or customers of the Company and/or any of its affiliates customer with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates shall have dealt at any time during the two (2) years year period immediately preceding the Termination Date and termination of Executive's employment hereunder; or (B) any supplier with whom the Executive had contact Company shall have dealt at any time during the two year period immediately preceding the termination of Executive’s 's employment hereunder; (iv) except by reason of and in his capacity as an officer of the Company, and in the best interests of the Company, directly or indirectly, influence or attempt to influence any supplier, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company; or (v) except by reason of and in his capacity as an officer of the Company, and in the best interests of the Company, influence or attempt to influence any person to either (i) terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company, unless such Person’s employment was terminated or (ii) employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited agent or general) or otherwise with a copy of this Agreement or a general description of some or all distributor of the terms Company at any time during the one year period immediately preceding the termination of this AgreementExecutive's employment hereunder.

Non-Compete. 7.1 (a) Employee acknowledges and recognizes the highly competitive nature of the Company’s business and that Employee’s duties hereunder justify restricting Employee’s further employment. The Executive recognizes and acknowledges Employee agrees that so long as the Employee is employed by virtue of signing this Agreement and accepting employment hereunderthe Company, Executive will receive training materialsEmployee, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance except when acting at the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information request of the Company and its affiliates. In consideration on behalf of or for the benefit of the foregoing Company, (i) will not induce customers, agents or other sources of distribution of the Company’s business under contract, doing business with the Company, or in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, (ii) will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of soliciting or inducing, any individual that was, within ninety days prior to the termination of this Agreement, an employee of Company or any of Company’s affiliates to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the termination of this Agreement, an employee of either the Company or an affiliate of the Company, and this contract (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of employmenta limited liability company, shareholder of a company that does not have securities registered under the Executive Securities Exchange Act of 1934, as amended (the “1934 Act”), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of Company. Employee further covenants and agrees that the Executive will notrestrictive covenant set forth in this paragraph is reasonable as to duration, during terms, and geographical area and that the Executivesame protects the legitimate interests of Company, imposes no undue hardship on Employee, and is not injurious to the public. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iv) above. Occasional consulting (with regards to Tipperary Corporation) by Employee, as the former CFO of Tipperary Corporation, when provided to Tipperary Corporation or its affiliates shall not constitute a breach of the covenant set forth under (iv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made. (b) In the event that Employee’s term of employment and with Company is terminated pursuant to Section 8(a) below, the provisions in Section 7(a) above shall continue to apply for a period of eighteen (18) 12 months following the date of termination, however, such provisions will be limited geographically to any areas that Company is currently developing, or any areas that Company has, during the 12 month period prior to the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder termination of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the ExecutiveEmployee’s employment with the Companypursuant to Section 8(a) below, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise Employee with a copy list of this Agreement or a general description of some or all of the terms of this Agreementareas to which Section 7(a) is limited.

Non-Compete. 7.1 The As a Senior Vice President of the Company, Executive recognizes has acquired and will continue to acquire knowledge of sensitive and confidential information relating to product development road maps, marketing plans, competitive plans and pricing strategies and trade secrets (the “Confidential Information”). Executive acknowledges that the Confidential Information which the Company has provided and will provide to Executive could play a significant role and provide a competing business with a significant competitive advantage against the Company were Executive to directly or indirectly be engaged in any business in Competition (as hereinafter defined) with the Company or its subsidiaries. As a condition to being entitled to any of the benefits described in this Agreement, Executive agrees that prior to July 31, 2003, without the prior consent of the Company in a writing signed by virtue of signing this Agreement and accepting employment hereundereither the Company’s Chief Executive Officer or Chief Operating Officer, Executive will receive training materialsnot (a) pursue any employment opportunity with any business, Trade Secrets and which is in Competition with the existing business of the Company or its subsidiaries or (b) either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee or in any other Confidential Information and will acquire additional valuable training and knowledgecapacity, enhance carry on, engage in, or have any financial interest in (other than an ownership position of less than 1 percent in any company whose shares are publicly traded), any business, which is in Competition with the Executive’s professional skills and experienceexisting business of the Company or its subsidiaries (in either case, and learn additional proprietary Trade Secrets and Confidential Information a “Competitive Activity”). Notwithstanding the foregoing, after March 15, 2003, executive may accept one or more positions on boards of directors or board advisory positions without the consent of the Company and its affiliates. In consideration acceptance of one or more such positions shall not be deemed a violation of this Non-compete provision provided that (a) Executive does not violate the foregoing terms of his CIAA and this contract of employment, (b) informs the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, directly CEO or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant COO of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Companyprior to attending such competitors or potential competitors board meetings or otherwise providing advice to such company, either on the Executive’s own account or for any Personperson, firm, corporation or other organization, regardless entity. Any compensation received by Executive for such board or advisory board service shall not reduce the amounts of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor payments that Executive is entitled to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed receive under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that during the Executive Restricted Period he will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly : (i) engageengage in any Restricted Service anywhere within the Restricted Area (ii) own any security issued by any entity that is engaged or engages in any Restricted Service within the Restricted Area, whether as principal, agent, investor, representative, stockholder except if and to the extent that that (other than as A) the holder securities owned by the Executive are listed and registered on a national securities exchange under ss.78f of title 15 of the United States Code and (B) the aggregate amount of all of all securities owned beneficially or of record by such Executive does not more than constitute five percent (5%) or more, on a fully diluted basis, of all outstanding securities issued by that entity or of the stock or equity outstanding securities of any corporation the capital stock class of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States securities issued by that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; entity, (iii) solicit extend credit to, or entice guaranty the payment or endeavor to solicit collection of any obligation of, any person or entice away entity that is engaged or engages in any of Restricted Service within the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; Restricted Area, (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officeraccept employment with, or employee of perform services as an independent contractor or subcontractor for any person or entity that is engaged or engages in any Restricted Service within the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or Restricted Area, (v) employ canvass, solicit or otherwise utilize (whether as a consultantaccept any business from any person or entity who, advisor on, before, or otherwise) any Person with whom after the Executive had contact during date of the Executive’s employment with the Company and who Agreement, is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that ifhas been a customer, in any proceedingsupplier, the Court or other authority shall refuse to enforce covenants set forth in this Section 7business contact of National City or any Subsidiary, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 successor or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive assign of any of the provisions foregoing, (vi) request or advise any person or entity who, on, before, or after the date of Section 6 the Agreement, is or this Section 7has been a customer, the Company or its successors or assigns maysupplier, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce business contact of National City or prevent any violations Subsidiary, or any successor or assign of any of the provisions foregoing, to transfer, withdraw, curtail or cancel their business with National City or any Subsidiary or any of this Agreement.their successors, or assigns, as the case may be, 7.3 The Executive specifically authorizes and permits (vii) employ or retain the Company to provide services of any Person with which the Executive serves (person employed or may serve) retained as an employeeindependent contractor by National City or any Subsidiary, director, owner, stockholder, consultant, partner (limited or general) any successor or otherwise with a copy assign of this Agreement or a general description of some or all any of the terms foregoing, or induced any person employed by National City or any Subsidiary, or any successor or assign of this Agreementany of the foregoing, to terminate that Person's employment with National City or any Subsidiary or any of their successors, or assigns, as the case may be, or (viii) induce or solicit any other Person to engage in any activity described in the foregoing clauses (i) through (vii), both inclusive.

Non-Compete. 7.1 a. The Executive Employee hereby acknowledges and recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information highly competitive nature of the Company and its affiliates. In consideration businesses of the foregoing Talon Automotive Group and this contract of employment, the Executive accordingly agrees that the Executive will notin consideration hereof, during the Executive’s term period the Employee is employed by the Company or any member of employment the Talon Automotive Group and thereafter for a the longer of two (2) years or that period in which the Employee is entitled to any payments pursuant to the terms hereof, for purposes of eighteen (18) months after the Termination Datethis Agreement, he will not directly or indirectly (i) engage, whether except as principal, agent, investor, representative, stockholder a passive investor in less than one (other than as the holder of not more than five percent (51%) percent of the stock or equity of any corporation the outstanding capital stock of which is a publicly traded)traded corporation or in 19 his capacity as an employee of the Company): i. conduct, engage in, have an interest in, or aid or assist any person or entity in conducting, engaging or having an interest in (whether as an owner, principal, lender, stockholder, partner, employer, employee, consultant, volunteer officer, director or otherwise, with or without pay, in any activity or business venture ) anywhere within the contiguous United States that Territory (as hereinafter defined): (a) any business or enterprise (whether or not for profit) which offers or performs any services which are the same as or similar to or competitive with those now or hereafter provided by the Company or any member of the Talon Automotive Group; or (b) any business or enterprise (whether or not for profit) which develops, manufactures or sells any products which are the same as or in any manner similar to or competitive with those developed, manufactured or sold the Company or any member of the Talon Automotive Group; or (c) any other business or enterprise (whether or not for profit) which is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant business of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any member of its affiliates’ servicethe Talon Automotive Group; ii. Solicit, divert, take away, interfere with or accept any business from any customers, suppliers, trade or patronage of the Company or any member of the Talon Automotive Group, or take any actions which are materially adverse to or materially injurious to the Company or any member of the Talon Automotive Group or which materially and adversely affect the business of the Company or any member of the Talon Automotive Group or their relationships with their employees, customers or suppliers; (or iii) . Engage, employ, attempt to engage or employ or solicit for engagement or entice employment any employee or endeavor sales representative of the Company or any member of the Talon Automotive Group, or induce or otherwise advise any employee or sales representative to solicit leave the employ or entice away engagement of the Company or any member of the Talon Automotive Group or to engage in any of the referral sourcesactivities prohibited hereby. b. For purposes hereof, clients or customers the "Territory" shall mean and include the United States of America, Canada and Mexico. c. It is expressly understood and agreed that although the Employee and the Company and/or any of its affiliates with whom consider the Executive had contact during provisions hereof, including the Executive’s employment with the Company restrictions as to Territory set forth in this Section above to be reasonable for the purpose of competing in the Business, either on the Executive’s own account or preserving for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely each Affiliated Group, their businesses and goodwill and other proprietary rights. d. Notwithstanding anything to be the contrary in possession this Agreement, in the event of a violation of any Confidential Information. The Executive agrees that of the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach 5 by the Executive of any of the provisions of Section 6 or this Section 7Employee, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or shall have all of the terms remedies set forth in Section 4(c)(iii) hereof; provided, however, the remedies set forth in said Section 4(c)(iii) shall be the sole and exclusive remedies of this Agreementthe Company for any violation by the Employee of such covenants.

Non-Compete. 7.1 The In the event the Employment Period is terminated under Sections 4.3, 4.5, 4.6 or 5, then Section 7.2 will apply to Executive. In the event the Employment Period is otherwise terminated, such as pursuant to Section 4.4, then no part of Section 7.2 will apply to Executive. All other provisions of Section 7 will apply to Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information regardless of the Company and its affiliates. In consideration reason for termination of the foregoing and this contract term of employment, the Executive agrees that the . 7.2 Executive will not, during the Executive’s term of employment and for a period of eighteen two (182) months years after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous continental United States that is competitive with the Businessbusiness of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) on the Termination Date, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the CompanyHanger (including any direct or indirect subsidiary of Hanger), either on the Executive’s his own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, patients, clients or customers of the Company and/or Hanger (including any direct or indirect subsidiary of its affiliates with whom the Executive had contact Hanger) at any time during the Executive’s employment with two (2) years preceding the Company Termination Date for the purpose of competing in with the Businessbusiness of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on the Executive’s his own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the CompanyDate, unless such Person’s employment was terminated by the Company and/or its affiliatesHanger (including any direct or indirect subsidiary of Hanger); or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints restraint imposed under this Section 7 are is reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 7.3 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The 7.4 Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunderNeither Seller nor T-3 shall, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen five (185) months after years following the Termination Closing Date, directly or indirectly indirectly, for itself or on behalf of or in conjunction with any Person: (i) engage, whether as principalan officer, agentpartner, investordirector, representativeshareholder, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded)owner, partner, joint venturer, employee, consultantcontractor or in a managerial or advisory capacity, volunteer or otherwise, with nor shall it cause or without paypermit any Affiliate, whether as an employee, independent contractor, consultant, or advisor, as a sales representative, or in any other capacity whatsoever, in any activity business offering any services or business venture anywhere within the contiguous United States that is competitive products in competition with the Business, including any territory serviced by Seller in the States of Texas and Louisiana and each location outside such states where the Seller has, and the Purchaser will continue to, engage in the Business is defined to be the “Territory” for purposes of this Agreement; (ii) solicit call upon any person or entice or endeavor to solicit or entice away from the Company and/or its affiliates any directorentity who is, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officerat that time, or employee of the Company and/or its affiliates at any time during the has been, within two (2) years preceding prior to that date, within the Termination Date and with whom Territory, an employee or agent of Purchaser or any of its Affiliates for the Executive had contact during the Executive’s employment purpose or with the Companyintent of enticing such employee away from or out of the employ of Purchaser or any of its Affiliates; (iii) disclose to any person or entity any confidential information of Purchaser including, unless such Person’s employment was terminated by without limitation, customer or supplier lists, pricing information, purchasing information or employee information (“Confidential Information”); (iv) call upon any person or entity who is, at that time, or has been, within two (2) years prior to that time, a customer or supplier of Purchaser or any of its Affiliates within the Company and/or Territory for the purpose of soliciting or selling services or products in competition with Purchaser or any of its affiliatesAffiliates within the Territory; or or (v) solicit for employment or employ or otherwise utilize (whether as a consultantany employee of Purchaser; provided, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be however, nothing in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 8.11 or elsewhere in this Agreement, and no duties otherwise implied under law or in equity as between the parties hereto, shall restrict T-3 and its Affiliates from continuing to operate their respective businesses in the manner historically operated prior to the date of this Agreement (other than to the continued operation of the Business), including, but not limited to, (i) calling upon, selling to, or buying from any customers or suppliers of the Business if such persons or their Affiliates are reasonable also customers or suppliers of T-3 and/or its Affiliates and not unduly harsh or oppressive. The parties hereto agree that if(ii) selling the Excluded Inventory to any third party, in any proceedingincluding customers and suppliers of the Business; provided, however, T-3 and its Affiliates shall be restricted from breaching the Court or other authority shall refuse to enforce covenants provisions set forth in Section 8.11(a)(ii) and (iii). Further, if T-3, or any material portion of T-3, is acquired by a third party or if there is a change of control of T-3, this Section 7, because 8.11 shall only apply upon the closing of such covenants cover too extensive a geographic area transaction or too long a period upon such change of time, any such covenant shall be deemed appropriately amended control to (i) T-3 and modified in keeping with the intention (ii) those entities and individuals which are Affiliates of T-3 as of the parties to the maximum extent permitted by law. 7.2 Since a material purpose date of this Agreement is to protect the Company’s investment in the Executive Agreement, and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may shall not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law acquirer or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order its Affiliates, except as to enforce or prevent any violations of the provisions of this AgreementT-3’s Affiliates. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 (a) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment. The Executive recognizes and acknowledges Employee agrees that so long as the Employee is employed by virtue of signing this Agreement and accepting employment hereunderthe Company, Executive will receive training materialsEmployee, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance except when acting at the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information request of the Company and its affiliates. In consideration on behalf of or for the benefit of the foregoing Company, (i) will not induce customers, agents or other sources of distribution of the Company's business under contract, doing business with the Company, or in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, (ii) will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of soliciting or inducing, any individual that was, within ninety days prior to the termination of this Agreement, an employee of Company or any of Company's affiliates to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the termination of this Agreement, an employee of either the Company or an affiliate of the Company, and this contract (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of employmenta limited liability company, shareholder of a company that does not have securities registered under the Executive Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of Company. Employee further covenants and agrees that the Executive will notrestrictive covenant set forth in this paragraph is reasonable as to duration, during terms, and geographical area and that the Executive’s term same protects the legitimate interests of Company, imposes no undue hardship on Employee, and is not injurious to the public. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made. (b) In the event that Employee's employment and with Company is terminated pursuant to Section 8(a) below, the provisions in Section 7(a) above shall continue to apply for a period of eighteen (18) 12 months following the date of termination, however, such provisions will be limited geographically to any areas that Company is currently developing, or any areas that Company has, during the 12 month period prior to the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the Termination Datetermination of Employee's employment pursuant to Section 8(a) below, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise Employee with a copy list of this Agreement or a general description of some or all of the terms of this Agreementareas to which Section 7(a) is limited.

Non-Compete. 7.1 The Executive recognizes None of Seller or any of its present or future Subsidiaries or Affiliates or McCallum or any of his pres▇▇▇ ▇▇ ▇uture Affiliates shall during the period beginning from the Closing Date and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance ending on the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information later of the Company and its affiliates. In consideration (i) fifth anniversary of the foregoing Closing Date and this contract (ii) third anniversary of employmentthe termination of the Supply Agreement (the "Non-Compete Period"), directly or indirectly, on its or his own behalf, or on behalf of any other Person: (a) acquire or own in any manner any interest in any Person (other than Parent or its Affiliates) that is engaged in the business of manufacturing, finishing and selling automotive fabrics; (b) engage, through or in connection with any Person (other than Parent or its Affiliates) in the business of manufacturing, finishing and selling automotive fabrics or compete in any way with the Automotive Business; (c) be employed in any capacity by, serve as an employee, agent or officer or director of, serve as a consultant or advisor to, or otherwise participate in the management or operation of, any Person (other than Parent or its Affiliates) which engages in, or competes in any way with, the Executive agrees that business of manufacturing, finishing and selling automotive fabrics; (d) solicit, entice or induce any employee, agent, officer or director of Parent, Products or the Executive will notCompany or any of their respective present or future Subsidiaries or Affiliates to terminate his or her employment or other relationship with Parent, Products or the Company or any of their respective present or future Subsidiaries or Affiliates, as the case may be; provided, however, that, with respect to any third party which is not an Affiliate of McCallum and which is the s▇▇▇▇▇▇▇▇ to all or substantially all of the assets of Seller, the application of this clause (d) shall be limited to the individuals who are Continuing Employees; (e) knowingly solicit, entice or induce any vendor or solicit, entice or induce any customer, in each case, of Parent, Products or the Company or any of their respective present or future Subsidiaries or Affiliates to terminate or diminish its relationship with Parent, Products or the Company or any of their respective present or future Subsidiaries or Affiliates, as the case may be; or (f) assist others engaging in the conduct described in the foregoing clauses (a) through (e). Notwithstanding the foregoing, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination DateNon-Compete Period, directly or indirectly (i) engageMain Street may comply with its obligations under and enjoy the benefits of the Supply Agreement and with the prior written consent of Products (which consent shall not be unreasonably withheld or delayed) weave automotive fabric products for customers identified to Products in reasonable detail, whether as principal(ii) Seller and/or McCallum and/or any of thei▇ ▇▇▇▇▇▇tive Subsidiaries or Affiliates may continue to own and operate the El Paso Business substantially in the manner that such business is currently being conducted, agent(iii) Seller and McCallum and each of their ▇▇▇▇▇▇▇▇ve Subsidiaries and Affiliates may (A) own capital stock of Parent, investor, representative, stockholder (other than as B) own in the holder aggregate for all such Persons not in excess of not more than five percent (5%) of the stock or outstanding equity interests of any corporation other publicly traded company that is engaged in the capital stock of which is publicly tradedAutomotive Business (provided that each shall nonetheless remain subject to the restrictions described in clauses (b) through (f), employeeinclusive, consultant, volunteer or otherwise, above with or without pay, respect to such investments in any activity or business venture anywhere within the contiguous United States that is competitive with the Businessthis clause (B)) and (C) participate as investors in Heartland, (iiiv) solicit Seller and its Affiliates may make an investment in a Mexican fabrics weaving business provided that such business shall not weave automotive fabric products for any Person other than Parent and its Subsidiaries without the prior written consent of Products (which consent shall not be unreasonably withheld), (v) McCallum may serve as a dir▇▇▇▇▇ ▇▇ or entice consultant to Parent, Products or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; their respective Subsidiaries or Affiliates from time to time and (iiivi) solicit The Dutton Yarn Company, L.P. a▇▇ ▇▇▇ Norwood Yarn Division of Ma▇▇▇▇▇▇▇ft Fabrics LLC may continue to produce, manufacture, market and sell yarn even if such yarn is sold to or entice used by a competitor of Parent or endeavor to solicit or entice away any Affiliate of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing Parent and even if such yarn is used in the Businessautomotive industry. For the avoidance of doubt, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth nothing in this Section 76.13 shall prohibit any form of dyeing, because such covenants cover too extensive a geographic area or too long a period of timeother than package dyeing yarn, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment dyeing fabric, for use in the Executive and to secure the benefits of the Executive’s background and general experience in the automotive industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 a. The Executive Employee hereby acknowledges and recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information highly competitive nature of the Company and its affiliates. In consideration businesses of the foregoing Talon Automotive Group and this contract of employment, the Executive accordingly agrees that the Executive will notin consideration hereof, during the Executive’s term period the Employee is employed by the Company or any member of employment the Talon Automotive Group and thereafter for a the longer of two (2) years or that period in which the Employee is entitled to any payments pursuant to the terms hereof, for purposes of eighteen (18) months after the Termination Datethis Agreement, he will not directly or indirectly (i) engage, whether except as principal, agent, investor, representative, stockholder a passive investor in less than one (other than as the holder of not more than five percent (51%) percent of the stock or equity of any corporation the outstanding capital stock of which is a publicly traded)traded corporation or in his capacity as an employee of the Company): i. conduct, engage in, have an interest in, or aid or assist any person or entity in conducting, engaging or having an interest in (whether as an owner, principal, lender, stockholder, partner, employer, employee, consultant, volunteer officer, director or otherwise, with or without pay, in any activity or business venture ) anywhere within the contiguous United States that Territory (as hereinafter defined): (a) any business or enterprise (whether or not for profit) which offers or performs any services which are the same as or similar to or competitive with those now or hereafter provided by the Company or any member of the Talon Automotive Group; or (b) any business or enterprise (whether or not for profit) which develops, manufactures or sells any products which are the same as or in any manner similar to or competitive with those developed, manufactured or sold the Company or any member of the Talon Automotive Group; or (c) any other business or enterprise (whether or not for profit) which is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant business of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any member of its affiliates’ servicethe Talon Automotive Group; ii. Solicit, divert, take away, interfere with or accept any business from any customers, suppliers, trade or patronage of the Company or any member of the Talon Automotive Group, or take any actions which are materially adverse to or materially injurious to the Company or any member of the Talon Automotive Group or which materially and adversely affect the business of the Company or any member of the Talon Automotive Group or their relationships with their employees, customers or suppliers; (or iii) . Engage, employ, attempt to engage or employ or solicit for engagement or entice employment any employee or endeavor sales representative of the Company or any member of the Talon Automotive Group, or induce or otherwise advise any employee or sales representative to solicit leave the employ or entice away engagement of the Company or any member of the Talon Automotive Group or to engage in any of the referral sourcesactivities prohibited hereby. b. For purposes hereof, clients or customers the "Territory" shall mean and include the United States of America, Canada and Mexico. c. It is expressly understood and agreed that although the Employee and the Company and/or any of its affiliates with whom consider the Executive had contact during provisions hereof, including the Executive’s employment with the Company restrictions as to Territory set forth in this Section above to be reasonable for the purpose of competing in the Business, either on the Executive’s own account or preserving for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely each Affiliated Group, their businesses and goodwill and other proprietary rights. d. Notwithstanding anything to be the contrary in possession this Agreement, in the event of a violation of any Confidential Information. The Executive agrees that of the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach 5 by the Executive of any of the provisions of Section 6 or this Section 7Employee, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or shall have all of the terms remedies set forth in Section 4(c)(iii) hereof; provided, however, the remedies set forth in said Section 4(c)(iii) shall be the sole and exclusive remedies of this Agreementthe Company for any violation by the Employee of such covenants.

Non-Compete. 7.1 The (a) In the event the Employment Period is terminated by the Company for Cause or by the Executive other than for Good Reason, then the non-compete provisions of this paragraph 6 will apply to Executive. In the event the Employment Period is otherwise terminated, such as by the Company without Cause or by the Executive for Good Reason, then no part of this paragraph 6 will apply to Executive. In the event of Termination for any reason, with or without Cause and with or without Good Reason, Executive shall retain the full ability and control over Executive’s Companies, as detailed herein, only in such case as Executive’s Companies have not been acquired by the Company at the time of Termination. Executive agrees that, while the business of Executive’s Companies may be in the same field as the Company, Executive shall not, in the operation of Executive’s Companies use any knowledge or proprietary information or engage to do business with any of the Company’s current, former, or prospective clients, Acquisition Targets, or any other individuals or businesses as listed by the Company at the time of Termination. (b) Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets trade secrets and Confidential Information of the Company and its affiliatesCompany. In consideration of the foregoing and this contract of employmentemployment contract, the Executive agrees that during the Employment Period and for six (6) months (the “Non-Compete Period”), Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, not directly or indirectly (i) engage, whether as principalemployee, agentdirector, investorowner, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employeestockholder, consultant, volunteer partner (limited or general) or otherwise) own, with manage, control, participate in, consult with, advertise on behalf of, render services for or without pay, in any activity manner engage in any competitive business of soliciting or business venture anywhere within the contiguous United States that is competitive with the Businessproviding any warranty services, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s consulting or any other services and/or products of its affiliates’ service; (iii) solicit any type whatsoever to any federal, state and/or local governments, agencies, entities doing business with any such governments and/or agencies, and/or to any existing or entice targeted customers or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates wholly-owned subsidiaries, that is competitive with whom business conducted by the Executive had contact Company as of the date of termination or during the Executive’s employment period for the six (6) months prior to the date of termination, with the term “targeted” meaning customers or clients that the Company has contacted within the last six (6) months prior to the date of termination of the Employment Period (with the term “contacted” to exclude any mass email or mass regular mailings, mass media marketing methods or mass telemarketing or meeting at an industry or trade function without further action by the Company); or included in a sales or strategic plan of the Company that Executive is aware of prior to the date of termination of the Employment Period; nor shall Executive solicit any other Person to engage in any of the foregoing activities or knowingly request, induce or attempt to influence any than existing or targeted customers, clients, suppliers, consultants, or any other Persons who have engaged in business with the Company for the purpose of competing to curtail any business they are currently, or in the Businesslast 36 months have been, either on transacting with the Executive’s own account or for Company (the “Non-Compete). Nothing herein will prevent Executive from being a passive owner of not more than 1% of the outstanding stock of any other Person, firm, class of a corporation or organization; (iv) employ or otherwise utilize (whether as which is engaged in a consultant, advisor or otherwise) any Person who was a director, officer, or employee competitive business of the Company and/or its affiliates at any time and which is publicly traded, so long as Executive has no participation in the business of such corporation. For the purposes of this Agreement, such passive ownership of shares shall not be deemed to constitute participation in the business of the corporation. Furthermore, during the two (2) years preceding Non-Compete Period, Executive shall not, without the Termination Date and with whom prior written consent of the Executive had contact during the Executive’s Company, directly or indirectly, knowingly solicit or encourage or attempt to influence any existing employee, consultant or other Person or recruit to leave or discourage their employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints restraint imposed under this Section 7 are paragraph 6 is reasonable and not unduly harsh or oppressive. The parties hereto Executive shall be entitled to provide any prospective employer with a complete copy of this Agreement. (c) If, at the time of enforcement of any provision of paragraph 6(b) above, a court or arbitrator holds that the restrictions stated therein are unreasonable or unenforceable under circumstances then existing, then the Company and Executive agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by lawperiod, scope, or geographical area reasonable or permissible under such circumstances will be substituted for the stated period, scope, or area. 7.2 (d) Since a material purpose of this Agreement is to protect the Company’s investment in the Executive Executive, and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harmparagraph 6. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7paragraph 6, the Company or its their successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that (a) During the Term of Employment and, unless Employee’s employment is terminated by virtue of signing the Company without Cause or this Agreement and accepting employment hereunderis not renewed or extended following the Expiration Date, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen one (181) months after year following the Termination Datelast day of Employee’s employment by the Company, Employee will not, either directly or indirectly (i) engageindirectly, whether as principal, agent, owner, employee, partner, investor, representative, stockholder shareholder (other than solely as the a holder of not more than five percent (5%) 1% of the stock or equity issued and outstanding shares of any corporation the capital stock of which is publicly tradedpublic corporation), employee, consultant, volunteer advisor or otherwiseotherwise howsoever own, with operate, carry on or without payengage in the operation of or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any activity or business venture anywhere within the contiguous United States that is competitive with or similar to the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with business conducted by the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s Designated Affiliates or any of its affiliates’ service; their subsidiaries which is located in or within fifty (iii50) solicit miles of any locations in which the Company, the Designated Affiliates or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment their subsidiaries are doing business. (b) Employee covenants and agrees with the Company and its subsidiaries that, during Employee’s employment by the Company and for one (1) year following the purpose last day of competing in Employee’s employment by the BusinessCompany, either on the Executive’s own account Employee shall not directly, or indirectly, for himself or for any other Person: (i) solicit, firminterfere with or endeavor to entice away from the Company, corporation any Designated Affiliate or organization; any of their subsidiaries or affiliates, any customer, client or any Person in the habit of dealing with any of the foregoing; (ivii) employ interfere with, entice away or otherwise utilize (whether as a consultant, advisor or otherwise) attempt to obtain the withdrawal of any Person who was a director, officer, or employee of the Company and/or its affiliates at Company, any time during the two Designated Affiliate or any of their subsidiaries or affiliates; or (2iii) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment advise any Person not to do business with the Company, unless such Person’s employment was terminated by the Company and/or its any Designated Affiliate or any of their subsidiaries or affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment . Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 6 and who is or may Section 7 (the Non-Disclosure and Non-Compete sections respectively) would not be likely unduly burdensome to be in possession Employee and that such restrictions are reasonably necessary to protect the legitimate interests of any Confidential Informationthe Company. The Executive Employee agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period remedy of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach by Employee of the provisions of Section 6 or this Section 7 either of these sections may be inadequate and that any such breach will cause the Company irreparable harmshall be entitled to injunctive relief, without posting any bond. Therefore, in the event of a breach by the Executive of This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any of the provisions of Section 6 right or this Section 7, remedy that the Company or its successors or assigns may, in addition to may have under any other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy provision of this Agreement or a general description of some or all of the terms of this Agreementotherwise.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing In the event the Employment Period is terminated under Sections 4.3, 4.5, 4.6 or 5, then this Agreement and accepting employment hereunder, Executive Section 7 will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the apply to Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration the event the Employment Period is otherwise terminated, such as pursuant to Section 4.4, then no part of the foregoing and this contract of employment, the Executive agrees that the Section 7 will apply to Executive. 7.2 Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous continental United States that is competitive with the Businessbusiness of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) on the Termination Date, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the CompanyHanger (including any direct or indirect subsidiary of Hanger), either on the Executive’s his own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or Hanger (including any direct or indirect subsidiary of its affiliates with whom Hanger) as of the Executive had contact during the Executive’s employment with the Company Termination Date for the purpose of competing in with the Businessbusiness of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on the Executive’s his own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the CompanyDate, unless such Person’s employment was terminated by the Company and/or its affiliatesHanger (including any direct or indirect subsidiary of Hanger); or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 7.3 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The 7.4 Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes For due and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employmentconsideration, the Executive agrees receipt of which you acknowledge and including without limitation the Cash Severance, during the Consulting Period and until December 31, 2018, you agree that the Executive you will not, during the Executive’s term directly, indirectly or as an agent on behalf of employment and for a period of eighteen (18) months after the Termination Dateany person, directly firm, partnership, corporation or indirectly other entity: (i) engagesolicit for employment, consulting or any other provision of services or hire any person who is a full-time or part-time employee of (or in the preceding six months was employed by) LGI or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to LGI. This includes, but is not limited to, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate his or her employment or performance of services with or for LGI; or (ii) (x) solicit or encourage any person or entity who is or, within the prior six months, was a material customer, producer, advertiser, distributor or supplier of LGI during the period of your employment with LGI to discontinue such person’s or entity’s business relationship with LGI; or (y) discourage any prospective material customer, producer, advertiser, distributor or supplier of LGI from becoming a customer, producer, advertiser, distributor or supplier of LGI; provided that the restrictions of this clause (ii) shall apply only to customers, producers, advertisers, distributors or suppliers of LGI with which you had personal contact, or for whom you had some responsibility in the performance of your duties for LGI during the period of your employment with LGI; or (iii) hold any interest in (whether as principal, agentowner, investor, representativeshareholder, stockholder lender or otherwise) or perform any services for (other than whether as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer advisor, director or otherwise), including the service of providing advice for, any entity that directly or through subsidiaries in which it has a controlling interest operates a cable, satellite or broadband communications system that is in direct competition with or without pay, LGI in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation country or other organization, regardless geographic market in which LGI has a market share in excess of whether the Person solicited would commit any breach 20% or owns a controlling interest in an entity that has a market share in excess of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law20%. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance During the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment Term and for a period of eighteen twelve (1812) months after the Termination DateTerm ends, Employee will not, either on his own behalf or on behalf of any other person, firm or entity, individually or collectively, directly or indirectly indirectly: (i) engageengage in the “Company Business,” which is defined as: (a) any business involving trucking, whether transloading, tank cleaning, container services, logistics, freight brokerage, or freight forwarding, involving bulk commodities; (b) any business providing support for energy exploration and development activities; and (c) any other business in which Company or any of its parent, subsidiary or affiliated companies are engaged during the last twelve (12) months of the Term in any geographic area in which Company or any of its parent, subsidiary or affiliated companies participated in the Company business during the last twelve (12) months of the term; (ii) compete with Company or any of its parent, subsidiary or affiliated companies, or participate as principal, an agent, investoremployee, officer, consultant, advisor, representative, stockholder stockholder, partner, member, joint venture, or in any other capacity, or have any direct or indirect financial interest, in any enterprise that has any material operations engaged in the Company Business in any geographic area in which Company or any of its parent, subsidiary or affiliated companies participated in the Company Business during the last twelve (other than 12) months of the term ; (iii) engage in any business relationship with any independent contractor or employee of the Company or any of its parent, subsidiary or affiliated companies; (iv) engage in any manner with any company with which the Company has dealt in any manner as the holder of not an acquisition or potential acquisition candidate; provided, however, that nothing contained herein shall prohibit Employee from owning no more than five percent (5%) of the stock or equity of any corporation the capital stock of publicly traded entity with respect to which is publicly traded)Employee does not serve as an officer, director, employee, consultant, volunteer consultant or otherwise, with or without pay, in any activity other capacity other than as an investor; or business venture anywhere within being employed by an enterprise that engages in the contiguous United States that is competitive with the Company Business, (ii) solicit or entice or endeavor to solicit or entice away from but whose principal business is not the Company and/or its affiliates any directorBusiness, officer, employee, agent or consultant of if Employee’s involvement is limited to those operations that are not the Company and/or its affiliates with whom Business. In the Executive had contact during the Executive’s employment with event that Employee is terminated without cause by the Company, either on and during the Executive’s own account or for 12 month restricted period Employee identifies a potential employer with whom he would be prohibited from working pursuant to this Section 1, Employee has the right to request the Company to consider a waiver of this Section 1 by written request to the Chief Executive Officer of the Company. The Company is under no obligation to provide any Personsuch waiver, firmbut agrees to evaluate any such request in good faith to determine if, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving in in the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor sole discretion, whether the potential benefit to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom Employee’s acceptance of such position (such as Employee joining a potential customer) would be outweigh the Executive had contact during the Executive’s employment with benefit to the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive1. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.Initial QCER

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing In the event the Employment Period is terminated under Sections 4.3, 4.5, 4.6 or 5, then this Agreement and accepting employment hereunder, Executive Section 7 will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance apply to the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration the event the Employment Period is otherwise terminated, such as pursuant to Section 4.4, then no part of this Section 7 will apply to the foregoing and this contract of employment, the Executive agrees that the Executive. 7.2 The Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous continental United States that is competitive with the Businessbusiness of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) on the Termination Date, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the CompanyHanger (including any direct or indirect subsidiary of Hanger), either on the Executive’s his own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or Hanger (including any direct or indirect subsidiary of its affiliates with whom Hanger) as of the Executive had contact during the Executive’s employment with the Company Termination Date for the purpose of competing in with the Businessbusiness of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on the Executive’s his own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the CompanyDate, unless such Person’s employment was terminated by the Company and/or its affiliatesHanger (including any direct or indirect subsidiary of Hanger); or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.this

Non-Compete. 7.1 (a) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment. The Executive recognizes and acknowledges Employee agrees that so long as the Employee is employed by virtue of signing this Agreement and accepting employment hereunderthe Company, Executive will receive training materialsEmployee, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance except when acting at the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information request of the Company and its affiliates. In consideration on behalf of or for the benefit of the foregoing Company, (i) will not induce customers, agents or other sources of distribution of the Company's business under contract, doing business with the Company, or in negotiations to do business with the Company to terminate, reduce, alter or divert business with or from the Company, (ii) will not, directly or indirectly, solicit or induce, or enter into any discussions that would have the effect of soliciting or inducing, any individual that was, within ninety days prior to the termination of this Agreement, an employee of Company or any of Company's affiliates to leave the Company or such affiliate of the Company, (iii) will not, directly or indirectly, employ any individual that was, within ninety days prior to the termination of this Agreement, an employee of either the Company or an affiliate of the Company, and this contract (iv) shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member or manager of employmenta limited liability company, shareholder of a company that does not have securities registered under the Executive Securities Exchange Act of 1934, as amended (the "1934 Act"), or shareholder in excess of one percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the business activities of Company. Employee further covenants and agrees that the Executive restrictive covenant set forth in this paragraph is reasonable as to duration, terms, and geographical area and that the same protects the legitimate interests of Company, imposes no undue hardship on Employee, and is not injurious to the public. Ownership by Employee, for investment purposes only, of less than one percent of any class of securities of a corporation if said securities are listed on a national securities exchange or registered under the 1934 Act shall not constitute a breach of the covenant set forth under (iv) above. It is the desire and intent of the Parties that the provisions of this paragraph be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph shall be adjudicated to be invalid or unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of paragraph in the particular jurisdiction in which that adjudication is made. (b) The Company recognizes that the Employee currently owns interests in Tower Equipment Corporation and Ragged Mountain Resources, LLC, and these entities may own minor oil and gas related interests. Ownership in these entities will notnot constitute a breach of the covenant set forth under 7(a)(iv) above. (c) In the event that Employee's employment with Company is terminated pursuant to Section 8(a) below, during the Executive’s term of employment and provisions in Section 7(a) above shall continue to apply for a period of eighteen (18) 12 months following the date of termination, however, such provisions will be limited geographically to any areas that Company is currently developing, or any areas that Company has, during the 12 month period prior to the date of termination, analyzed to determine if development and exploration is feasible in such area. Company shall, no later than thirty days after the Termination Datetermination of Employee's employment pursuant to Section 8(a) below, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise Employee with a copy list of this Agreement or a general description of some or all of the terms of this Agreementareas to which Section 7(a) is limited.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen twenty-four (1824) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 (a) During the term of this Agreement, as extended, the Executive may learn of confidential matters essential to the business and competitive position of the Company, including, without limitation, its business or product development strategies, financial information, partner and customer relationships, and other information about former, current, or prospective partners/customers, employee lists and other information about former, current, or prospective employees, software programs (source or object codes), research and development plans, know-how, projections, copyrights, trade secrets, or any other proprietary material and confidential business information that would unfairly disadvantage the Company were the Executive to use or disclose such information in business activities competitive with the Company. The Executive recognizes also may develop contacts and acknowledges that by virtue of signing this Agreement and accepting employment hereunderrelationships with (i) former, Executive will receive training materialscurrent, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information or prospective customers of the Company and its affiliates. In consideration or (ii) former, current, or prospective business partners, or licensors of the foregoing Company which, if those contacts or relationships were used by the Executive in competition with the Company, would unfairly disadvantage the Company. To protect the Company's trade secrets, confidential business information, and this contract of employmentcurrent and prospective business relationships, the Executive agrees that the Executive will shall not, during the Executive’s term of employment this Agreement and for a period of eighteen twelve (1812) months after immediately following the Termination DateDate for whatever reason, whether voluntary or involuntary (with or without cause), directly or indirectly (i) engageindirectly, whether either as principalan individual on the Executive's own account or as a partner, employee, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any directorcontractor, officer, employeedirector, agent stockholder, or consultant otherwise: (I) Solicit from, accept employment/business from, consult with, or transact business with any former, current, or prospective customer or vendor of the Company and/or its affiliates with which the Executive had substantial personal contacts on behalf of the Company (excluding, however, those companies with whom the Executive actually had contact a direct relationship with prior to his becoming an employee of the Company) during the twenty-four (24)-month period immediately preceding the Termination Date; or (II) Hire, solicit for hire, refer, or retain the services of any employee of the Company or its subsidiary for any matter whatsoever during the period of time which said employee is employed by the Company or its subsidiary and for six (6) months thereafter; or (III) Engage in, consult with, or accept employment from any business in current or prospective competition with the Company (excluding, however, those companies with whom the Executive actually had a direct relationship with prior to his becoming an employee of the Company) where such engagement, consultation, or employment is likely to require the Executive to use or disclose trade secrets or confidential business information of the Company. For purposes of the "pre-existing relationship" exclusion described in subsections (a) and (c) of this Section 13(a), the parties agree that the burden of proof to establish the existence of this relationship will be on the Executive’s . (b) The Executive acknowledges that, in the course of his employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless Executive may (i) obtain information and knowledge of whether confidential matters essential to the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers business and competitive position of the Company and/or any and (ii) have contacts with customers, partners or vendors of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom which information and knowledge and contacts are being so provided to the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession reliance upon his execution of any Confidential Informationthis Agreement. The Executive agrees hereby acknowledges the sufficiency of consideration for this Agreement, and the Executive further acknowledges that the restraints imposed under confidentiality and customer/vendor protection covenants in this Section 7 Agreement are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is necessary to protect the Company’s investment in the Executive and to secure the benefits valid business interests of the Executive’s background Company, including the Company's valuable trade secrets, other confidential business information, and general experience in the industryrelationships with its former, the parties hereto agree current, and acknowledge that money damages may not be an adequate remedy for prospective customers, business partners, licensors, and vendors. (c) If any breach of the provisions of Section 6 Sections 11, 12 or 13 are found to be unreasonable in duration, geographical scope, or line of business, the provision shall not be rendered unenforceable by this Section 7 finding, but rather the duration, geographical scope, or line of business of such provision shall be deemed automatically reduced or modified with retroactive effect to the extent necessary to render the provision enforceable, and such provision shall be enforced as modified. (d) The parties to this Agreement acknowledge and agree that any such breach will cause the Company irreparable harm. Therefore, damages in the event of a breach by the Executive of any of the provisions of Section 6 Sections 11, 12 or this Section 713 by the Executive would be 11 difficult to ascertain, and therefore the Company or its successors or assigns mayCompany, in addition to and not in limitation of any other rights and rights, remedies existing or damages available to it in its favorlaw or in equity, apply shall have the right to injunctive or other equitable relief in any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreementjurisdiction, enjoining such breach. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18( ) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive (a) Employee agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the ExecutiveEmployee’s employment with the Company and for (x) 18 months thereafter if Employee’s employment with the Company is terminated prior to a Change in Control (as defined in Section 10(a) below) or after the Change in Control Period (as defined in Section 9(a) below) or (y) six months thereafter if Employee’s employment with the Company is terminated during the Change in Control Period (so long as the Company makes severance payments to Employee pursuant to Section 7(a) below, or makes the payments to Employee pursuant to Section 9(a) below, as appropriate, without the prior written consent of the Company, Employee shall not, within the United States: (i) be employed by, or render any services to, (A) any person, firm or corporation engaged in the contract production or repair of aircraft parts or any other business (“Competitive Business”), which is directly in competition with any “material” business conducted by the Company or any of its subsidiaries at the time of the termination of Employee’s employment with the Company (as used herein “material” means a business which generated at least 10% of the Company’s consolidated revenues for the purpose last full fiscal year for which the Company’s audited financial statements are available) or (B) any of competing the Company’s customers or other persons with whom the Company has a contractual relationship; (ii) engage in the Businessany Competitive Business for her or its own account; (iii) be associated with or interested in any Competitive Business as an individual, either on the Executive’s own account partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or for in any other Person, firm, corporation relationship or organizationcapacity; (iv) employ or otherwise utilize (whether as a consultantretain, advisor or otherwise) have or cause any Person other person or entity to employ or retain, any person who was a director, officer, employed or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated retained by the Company and/or its affiliateswhile Employee was employed by the Company; or (v) employ solicit, interfere with, or otherwise utilize (whether as endeavor to entice away from the Company, for the benefit of a consultantCompetitive Business, advisor any of its customers or otherwise) any Person other persons with whom the Executive had contact Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Employee from investing her personal assets in any manner she chooses, provided, however, that Employee may not, during the Executive’s employment with period referred to in this Section 6(a), own more than 4.9% of the Company and who is or may be likely to be in possession equity securities of any Confidential Information. The Executive Competitive Business. (b) Employee acknowledges and agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall Company would be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted irreparably harmed by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions violations of Section 6 4 or this Section 7 6(a) above, and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7recognition thereof, the Company shall be entitled to an injunction or its successors other decree of specific performance with respect to any violation thereof (without any bond or assigns may, other security being required) in addition to other rights available legal and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreementequitable remedies. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The 5.1 In the event the Employment Period is terminated under Section 4(b) or Section 4(c), then Section 5(b) will apply to Executive. In the event the Employment Period is otherwise terminated, such as without Cause, then no part of Section 5(b) will apply to Executive. All other provisions of Section 5 will apply to Executive regardless of the reason for termination of the Employment Period. 5.2 Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliatesCompany. In consideration of the foregoing and this contract of employmentemployment contract, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen two (182) months years after the Termination Datetermination of such employment, directly or indirectly (i) engage, whether as principal, agent, investor, representative, or stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), any employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous continental United States that is competitive with the Businessbusiness of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger) on and prior to the termination of Executive’s employment, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) any director, officer, employee, agent or consultant of the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger), with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, patients, clients or customers of the Company and/or Hanger (including any direct or indirect subsidiary of its affiliates Hanger) with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in with the Businessbusiness of the Company and/or Hanger (including any direct or indirect subsidiary of Hanger), either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates Hanger (including any direct or indirect subsidiary of Hanger) at any time during the two (2) years preceding the Termination Date termination of the Employment Period and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliatesHanger (including any direct or indirect subsidiary of Hanger); or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints restraint imposed under this Section 7 are 5 is reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 75, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 5.3 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Section 5 or Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 75 or Section 6, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The 5.4 Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive (a) Employee agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the ExecutiveEmployee’s employment with the Company and for 12 months thereafter so long as the Company makes severance payments to Employee pursuant to subsections 7(a) below, without the prior written consent of the Company, Employee shall not, within the United States: (i) be employed by, or render any services to, (A) any person, firm or corporation engaged in the contract production or repair of aircraft parts or any other business (“Competitive Business”), which is directly in competition with any “material” business conducted by the Company or any of its subsidiaries at the time of the termination of Employee’s employment with the Company (as used herein “material” means a business which generated at least 10% of the Company’s consolidated revenues for the purpose last full fiscal year for which the Company’s audited financial statements are available) or (B) any of competing the Company’s customers or other persons with whom the Company has a contractual relationship; (ii) engage in the Businessany Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, either on the Executive’s own account partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or for in any other Person, firm, corporation relationship or organizationcapacity; (iv) employ or otherwise utilize (whether as a consultantretain, advisor or otherwise) have or cause any Person other person or entity to employ or retain, any person who was a director, officer, employed or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated retained by the Company and/or its affiliateswhile Employee was employed by the Company; or (v) employ solicit, interfere with, or otherwise utilize (whether as endeavor to entice away from the Company, for the benefit of a consultantCompetitive Business, advisor any of its customers or otherwise) any Person other persons with whom the Executive had contact Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Employee from investing his personal assets in any manner he chooses, provided, however, that Employee may not, during the Executive’s employment with period referred to in this Section 6(a), own more than 4.9% of the Company and who is or may be likely to be in possession equity securities of any Confidential Information. The Executive Competitive Business. (b) Employee acknowledges and agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall Company would be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted irreparably harmed by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions violations of Section 6 4 or this Section 7 6(a) above, and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7recognition thereof, the Company shall be entitled to an injunction or its successors other decree of specific performance with respect to any violation thereof (without any bond or assigns may, other security being required) in addition to other rights available legal and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreementequitable remedies. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges (i) Provided that by virtue of signing this Agreement and accepting employment hereunderthe Closing occurs, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information then as of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment Closing and for a period of eighteen three (183) months after years thereafter (such applicable period, the Termination Date“Non-Competition Period”), Seller shall not, either directly or indirectly, for Seller’s self or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a “Person”) (A) hire, employ, solicit or recruit to leave the Buyer’s or the Designated Subsidiary’s employ any employee, agent, or contract worker of the Buyer or the Associated Companies (as defined below) with whom Seller had contact during the course of Seller’s employment with the Buyer or the Designated Subsidiary; or (B) engage in or otherwise carry on, directly or indirectly (i) engage, whether either as principal, agent, investoremployee, representativeemployer, stockholder investor or shareholder) except for investments of no greater than 3% of the total outstanding shares in any publicly-traded company in a Competitive Business (as defined below), or act as a contractor, partner, member, financier or in any other than individual or representative capacity of any kind whatsoever, of any Competitive Business (as the holder defined below), or act as a contractor, partner, member, financier or in any other individual or representative capacity of not more than five percent any kind whatsoever, of any Competitive Business. (5%ii) Notwithstanding clause (B) of the stock or equity of any corporation the capital stock of which is publicly tradedSection 5(c)(i), Seller may be a principal, agent, employee, consultantemployer, volunteer investor or otherwiseshareholder in, with and may act as a contractor, partner, member, financier or without pay, in any activity other individual or business venture anywhere within the contiguous United States that is competitive representative capacity to, either of Pandora Reality LLC or Pandora Arttirilmis ve sanal gerceklik teknolojileri (collectively, together with the Businessany Affiliates thereof, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director“Pandora”), officerprovided that, employee, agent or consultant as of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any time of the referral sourcesactions by Seller in such capacity, clients or customers of the Company and/or Pandora is not engaging in any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Competitive Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees exclusion to the limitations set forth in clause (B) of Section S(c)(i) that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7S(c)(ii) shall immediately cease upon Pandora becoming engaged in any Competitive Business. (iii) For purposes of this Agreement, because such covenants cover too extensive “Competitive Business” shall mean any activity which is competitive with any of the business activities in which, at the time of the Closing or at the time of the cessation of Seller’s employment by the Buyer, (a) the Buyer or the Associated Companies is engaged, (b) to Seller’s knowledge, the Buyer or the Associated Companies is actively developing plans or becomes active in developing plans to be engaged, or (c) any third party that directly benefits from services or products provided by the Buyer or any Associated Company is engaged or becomes, to Seller’s knowledge, actively engaged in developing plans to engage. (iv) References to the “Associated Companies” shall mean the Buyer’s direct and indirect subsidiaries, and any company in which the Buyer has an ownership interest. (v) References to the “Business of the Buyer” shall mean the actual or intended business of the Buyer during the Non-Competition Period. (vi) The “geographic area” applicable to this Section 5(c) is worldwide. Seller agrees that, due to the multi-jurisdictional nature of the businesses of the Buyer and the Associated Companies, a covenant not to compete encompassing this geographic area or too long a period is reasonable in scope and necessary for the protection of timethe Buyer’s business and affairs. (vii) Except as otherwise set forth herein, all of the covenants in this Section 5(c) are severable and separate, and the unenforceability of any such specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 5(c) relating to the time period, scope, or geographic areas of the restrictive covenants shall be deemed appropriately declared by a court of competent jurisdiction to exceed the maximum time period, scope, or geographic area, as applicable, that such court deems reasonable and enforceable, then this Agreement shall automatically be considered to have been amended and modified in keeping with the intention of the parties revised to the maximum extent permitted by lawreflect such determination. 7.2 Since a material purpose (viii) Seller has carefully read and considered the provisions of this Agreement is Section 5(c) and, having done so, agrees that the restrictive covenants in this Section 5(c) impose a fair and reasonable restraint on Seller and are reasonably required to protect the Company’s investment in the Executive and to secure the benefits interests of the Executive’s background Buyer and general experience in its officers, directors, employees, and stockholders. (ix) Notwithstanding the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Thereforeforgoing, in the event of a breach that Seller’s employment with the Buyer is terminated by the Executive of any Buyer pursuant to Section 5(b) of the provisions Employment Agreement (i.e., termination without cause), then (i) the “Non-Competition Period” shall be one (1) year from the date of Section 6 or this Section 7, termination of employment; and (ii) “Competitive Business” shall mean only the Company business of the Buyer or its successors or assigns mayAssociated Companies that is carried in with respect to, and in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of connection with the provisions of this AgreementAssigned Assets. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive Employee will not, during the Executive’s term period of employment this Agreement or of his engagement with IMI whichever period is longer, and for a period of eighteen two (182) months after years immediately following the Termination Datetermination of this Agreement or his engagement, whichever is longer, for any reason whatsoever, directly or indirectly indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, or business of whatever nature: i. Engage in developing or marketing software for animal indentification and traceability in the beef cattle industry within five-hundred (i500) engagemiles of the home office of IMI or any of its affiliates, to which Employee has provided services pursuant to this Agreement, or any present location representing a permanent or semi-permanent (at least six (6) months of operation) facility of IMI or any of such affiliates wherein IMI or any of such affiliates have performed services, whether such services were performed as principal, agent, investortrustee or through the agency of any cooperation, representativepartnership, stockholder association, agent, agency or business of whatever nature. ii. Call upon any present or past customer of IMI or any of such affiliates (other than as including, but not limited to, any customers obtained for IMI or any of such affiliates by Employee) for the holder purpose of not soliciting or selling any products or services in competition with those of IMI; iii. Call upon any employee of IMI or any of such affiliates for the purpose or with the intent of enticing them away from or out of the employ of IMI or any of such affiliates for any reason whatsoever; and iv. be the owner of more than five percent one (51%) of the outstanding capital stock or equity of any corporation the capital stock or any officer, director or employee of any corporation (other than IMI or a corporation affiliated with IMI), or a member or employee of any partnership, or an owner or employee of any other business which is publicly traded)engaged in any business which competes with IMI, employeewithin five-hundred (500) miles of the home office of IMI or any of such affiliates or any present permanent or semi permanent facility of any of IMI or any such affiliates. Notwithstanding the preceding, consultantEmployee may: (i) continue any activity which, volunteer at the time Employee commenced such activity did not violate this Agreement and (ii) provide any and all services requested by companies affiliated with IMI. Because of the difficulty of measuring economic losses to IMI as a result of his breach of the foregoing covenant and because of the immediate and irreparable damage that would be caused to IMI for which it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by IMI in the event of breach by him by injunctions and restraining orders. It is agreed by the parties that the foregoing covenants in this Section 10 impose a reasonable restraint on Employee in light of the activities and business of IMI on the date of the execution of this Agreement and the future plans of IMI; but it is also the intent of IMI and Employee that such covenants be construed and enforced in accordance with the activities and business of IMI on the date of the termination the employment of Employee. The covenants in this Section 10 are severable and separate and the unenforceability of any specific covenant shall not affect the provisions of any other covenant Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable and the Agreement shall thereby be reformed. All of the covenants in this Section shall be construed as an agreement independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against IMI, whether predicated on this Agreement or otherwise, with or without pay, in any activity or business venture anywhere within shall not constitute a defense to the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach enforcement by IMI of such Person’s contract covenants. It is specifically agreed that the period of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding stated at the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession beginning of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable 10, during which the agreements and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth of Employee made in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant 10 shall be deemed appropriately amended and modified effective, shall be computed by excluding from such computation any time during which Employee is in keeping with the intention violation of the parties to the maximum extent permitted by law. 7.2 Since a material purpose any provision of this Agreement Section 10 and any time during which there is to protect the Company’s investment pending in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive any action (including any appeal from any final judgment) brought by any person, whether or other relief not a party to this Agreement, in order which action IMI seeks to enforce the agreements and covenants of Employee or prevent in which any violations person contests the validity of the provisions of this Agreementsuch agreements and covenants or their unenforceability or seeks to avoid their performance or enforcement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract Corporation’s award of employmentRestricted Stock Units, the Executive Eligible Individual hereby agrees and covenants that during his Service with the Executive will not, during the Executive’s term of employment Corporation and its Subsidiaries and Affiliates and for a period of eighteen 24 months beyond the Eligible Individual’s date of termination of Service for any reason (18) months after the Termination Date“Non-Compete Period”), the Eligible Individual shall not, directly or indirectly indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Agreement: (i) engagea “Competitive Activity” means, whether at the time of such Eligible Individual’s termination of Service, any business or other endeavor, in any jurisdiction, of a kind being conducted by the Corporation or any of its subsidiaries or, if engaged in the provision of any travel related services, any of its Affiliates in any jurisdiction (or demonstrably anticipated by the Corporation or its Subsidiaries or Affiliates) as of the date hereof or at any time thereafter; and (ii) the Eligible Individual shall be considered to have become “associated with a Competitive Activity” if the Eligible Individual becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, investorpartner, representativeadvisor, stockholder lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, (i) the Eligible Individual’s service as Chief Executive Officer of Expedia (or in any other than capacity at Expedia, including as a member of the holder Board of Directors of Expedia) shall not more be a Competitive Activity, and (ii) the Eligible Individual may make and retain investments during the Non-Compete Period, for investment purposes only, in the outstanding capital stock of Expedia or in less than five percent (5%) of the stock or equity of any corporation the outstanding capital stock of which any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is publicly traded), employee, consultant, volunteer either listed on a national stock exchange or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether NASDAQ National Market System if the Person solicited would commit any breach of Eligible Individual is not otherwise affiliated with such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by lawcorporation. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunderDuring the Time Limit (as defined below), Executive will receive training materialsshall not, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance without the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information written consent of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Datewhich shall not be unreasonably withheld, directly or indirectly indirectly, (i) engagebecome associated with, whether render services to, invest in, represent, advise or otherwise participate in as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded)an officer, employee, consultantdirector, volunteer majority stockholder, managing partner, managing member, promoter, agent of, or otherwise, with or without pay, any business which is conducted in any activity or business venture anywhere within the contiguous United States that North America and which is competitive with the Businessbusiness conducted by the Company as of the date Executive’s resignation which for purposes of this Section 13 shall not include any business which does not derive at least ninety (90%) percent of its revenues from the self-mining of bitcoin (each, a “Non-Direct Competitor”); or (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the for Executive’s own account or for the account of any Personother person or entity (A) interfere with the Company’ relationship with any of its suppliers, firmcustomers, corporation accounts, brokers, representatives or other organization, regardless of whether the Person solicited would commit agents or (B) transact any breach of such Person’s contract of employment by reason of leaving business (which provides products or service that directly compete with the Company’s bitcoin self-mining business) with any customer, account or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers supplier of the Company and/or which transacted business with the Company at any of its affiliates with whom the Executive had contact time during the Executive’s employment with term as CEO of the Company for the purpose of competing in the Business, either on the Executive’s own account other than a Non-Direct Competitor; or for any other Person, firm, corporation or organization; (iviii) employ or otherwise utilize (whether as engage, or solicit, entice or induce on behalf of Executive or any other person or entity, the services, retention or employment of any person who has been a consultantprincipal, advisor or otherwise) any Person who was a directorpartner, officerstockholder, sales representative, trainee or employee of the Company and/or its affiliates at within one year of the date of such offer or solicitation. Notwithstanding any time during provisions in this Section 13 to the two contrary, (1) this Subsection (c) shall not prohibit Executive from purchasing or owning up to three percent (3%) of the outstanding capital stock of a company which has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended; (2) years preceding this Subsection (c) shall not prohibit Executive from engaging in any and all activities related to the Termination Date New Venture; and (3) Executive may engage in charitable or civic activities which do not interfere with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; performance of his or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Informationhis duties hereunder. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in In the event of a breach by any conflict between the Executive Advisory Services Agreement, inclusive of any of the provisions of Section 6 all activities contemplated or performed thereunder, and this Section 7Agreement and General Release, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this AgreementAdvisory Services Agreement shall control. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, Agent shall not directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock do or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor attempt to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away do any of the referral sources, clients following during its engagement or customers agreement with the Group (except in the faithful performance of Agent’s duties for the Company and/or any of its affiliates with whom the Executive had contact Group) or during the Executive’s employment with the Company for the purpose period of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding after the Termination Date and date of termination of Agent’s engagement or agreement or after Agent ceases to receive compensation under this agreement, which ever is last, within the geographic area that the Agent worked for the Group within the past two (2) years under this agreement: solicit, employ, engage, hire, call on, compete for, sell to, divert, or take away any merchant, customer, supplier, endorser, advertiser or employee, agent, subagent, or independent contractor of corporation or aid, assist or plan for anyone else to do so; divert or aid, assist or plan for others to divert from the Group any past or pending sale, purchase, or exchange of any goods, product, receivable or service; entice, aid or cooperate with whom others in soliciting or enticing any employee, agent, subagent or independent contractor of the Executive had contact during the Executive’s employment Group to leave, modify or terminate its relationship with the CompanyGroup; participate in planning for any new or existing business that is or would be similar to the business of the Group or that does or would compete with the Group or solicit customers of the Group; accept any other employment or engagement that would call upon Agent to use, unless such Persondisclose or base judgments on the Group’s employment was terminated by trade secrets or confidential information or to utilize the Company and/or its affiliatesGroup’s business model or plans, or rules, policies, guidelines, practices, customer goodwill in making sales, purchases or exchanges, or other advantageous business relations, for a business similar to or in competition with the Group’s business; compete against the Group for customers, suppliers, employees, agents or independent contractors; or (v) employ or otherwise utilize (whether as a consultantown, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may manage, be likely to employed by, be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that ifengaged by, in any proceedingwork for, the Court or other authority shall refuse to enforce covenants set forth in this Section 7consult for, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employeeofficer, director, ownerpartner, stockholdermanager, consultantemployee or agent of, partner (limited advise, represent, engage in, or general) or otherwise with a copy carry on any business which is similar to the type of business engaged in by the Group at the time of the execution of this Agreement agreement or a general description on the date of some termination of Agent’s engagement or all agreement with the Group and which competes with the Group. At the time of the terms execution of this Agreement.agreement, the Group’s business consists of purchasing, including the solicitation, marketing and promoting for the purchase, from business merchants a percentage of their future credit card, debit card, bank card and/or other charge card receivables. Agent agrees that this covenant not to compete is

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing covenants of the ----------- Company and this contract of employment, the Executive hereunder, Executive hereby agrees that that, until the latest of: (i) while Executive will not, is employed during the Executive’s term of employment and Term, (ii) during such time after the Term as Executive is employed by the Company, (iii) while Executive is receiving Severance Benefits pursuant to this Agreement, or (iv) for a period of eighteen (18) months one year after Executive's termination of employment for any reason, he will not, unless authorized in writing to do so by the Termination DateCompany, directly or indirectly (i) engageown, whether as principalmanage, agentoperate, investorjoin, representativecontrol or participate in the ownership, stockholder (other than as the holder of not more than five percent (5%) of the stock management, operation or equity of any corporation the capital stock of which is publicly traded)control of, employee, consultant, volunteer or otherwise, with be employed by or without pay, otherwise connected in any activity manner with any business which directly or indirectly competes with any line of business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; provided, that nothing in this paragraph shall prohibit Executive after termination of his employment from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the over-the-counter market. Executive agrees that for a period ending on the second anniversary after Executive's termination of employment hereunder for any reason, Executive will not (iiix) solicit or entice or endeavor to solicit or entice away recruit any of the referral sources, clients or customers employee of the Company and/or or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation solicit or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officerinduce, or attempt to solicit or induce, any employee of the Company and/or or any of its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s to terminate his or her employment with the Companywith, unless such Person’s employment was terminated by or otherwise cease his or her relationship with, the Company and/or or any of its affiliates; , or (vy) employ solicit, divert or otherwise utilize (whether as a consultanttake away, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is attempt to solicit, divert or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceedingtake away, the Court business or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive patronage of any of the provisions clients, customers or accounts, or prospective clients, customers or accounts, of Section 6 or this Section 7, the Company or any of its successors affiliates that were contracted, solicited or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of served by the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits while employed by the Company to provide or any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreementits affiliates.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that that, during the term of his employment with Employer and for one (1) year following termination of Executive's employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause or termination by Executive for Good Reason or otherwise, Executive will not, during the Executive’s term for himself, as an agent, employee, contractor or owner, or on behalf of employment and for a period of eighteen (18) months after the Termination Dateanother person or entity, directly or indirectly (i) engageindirectly, engage in any “Prohibited Position” with any “Competing Business.” For purposes of this Agreement, “Prohibited Position” shall mean any position, whether as principal, agent, investorofficer, representativedirector, stockholder employee, consultant, shareholder, partner, member, or otherwise: (i) where Executive will be engaged in the management, sale, development, or marketing of products or services of the type provided by any Employer Entity; and (ii) during employment with Employer, Executive was privy to or given access to proprietary and/or confidential business information of Employer concerning any Employer Entity’s management, strategy, performance, sale, development or marketing of that type of product or service and/or was involved in maintaining the Employer Entities' customer relationships or goodwill; “Competing Business” shall mean any person, corporation or other than entity which engages in the marketing and/or sale of: (i) retail banking products in the Restricted Territory, including, for example, personal and business accounts, private banking, business banking, loans, lines of credit, mortgages, and other investment or financial products; or (ii) any other product or service of the Employer Entities, currently and in the future, in the Restricted Territory, in which Executive had involvement, and/or about which Executive learned of, and/or may have acquired any knowledge about, while employed by Employer; and “Restricted Territory” shall mean any county in which any Employer Entity maintains an office or branch and any county which is contiguous to such a county. During the term of his employment with Employer and for one (1) year following termination of Executive's employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause, or termination by Executive for Good Reason or otherwise, Executive also agrees not to enter into, consult about, or become involved with any transactions that he learned and/or became aware of through his employment with Employer. Executive acknowledges that the foregoing restrictions are properly limited so that they will not interfere with his ability to earn a livelihood and that such restrictions are reasonable and necessary to protect the Employer Entities' legitimate business interest, including the protection of its confidential and trade secret information. In exchange for the consideration set forth in this Agreement, Executive agrees to be bound by the terms of this Section 3.06. The foregoing covenants shall not be deemed to prohibit Executive from acquiring as the holder of an investment not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the a Competing Business, (ii) solicit whose stock is traded on a national securities exchange or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be through an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event automated quotation system of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreementregistered securities association. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes (a) As Employee’s employment hereunder will provide Employee with access to and acknowledges that by virtue knowledge of signing this Agreement and accepting employment hereunderthe customers, Executive will receive training materialstrade secrets, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance proprietary information relating to the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information business of the Company and its affiliates. In consideration of the foregoing customers and this contract of employmentsuppliers, the Executive Employee agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen two (182) months years after Employee ceases to be employed by the Termination DateCompany under this Agreement (“the Period”), or otherwise, he will not compete with, be engaged in the same business as, or, directly or indirectly (i) engageindirectly, whether for his own benefit, or for, with, or through any other person, firm, or company, own, manage, operate, control, or participate in the ownership, management, operation, or control of, or be connected as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any a director, officer, employee, agent partner, consultant, agent, independent contractor, or consultant otherwise with, or acquiesce in the use of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Companyhis name, either on the Executive’s own account in any other business or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit which during such Period competes with, in any breach of such Person’s contract of employment by reason of leaving geographical area, the Company’s products or services sold, or is engaged in the same business as the Company. (b) Notwithstanding the foregoing, the provisions of this Section 5 will not be deemed breached merely because Employee owns not more than ten (10) percent of the outstanding common stock or ordinary shares of a company (other than the Company and any affiliates thereof), if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on the National Association of Securities Dealers Inc,’s automated quotation system, or is regularly traded in the over-the-counter market by a member of a national securities exchange. (c) Employee will not, directly or indirectly, solicit or interfere with, or endeavor to entice away from the Company any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sourcessuppliers, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officercustomers, or employees. Employee will not, directly or indirectly, employ any person who, at any time up to the time Employee ceases to be an employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Companyunder this Agreement or otherwise), unless such Person’s employment was terminated by an employee of the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long within a period of time, any one (1) year after such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by lawcessation. 7.2 Since (d) Because a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach 5 could not adequately be compensated by the Executive of any of the provisions of Section 6 or this Section 7money damages, the Company or its successors or assigns mayshall be entitled, in addition to any other rights right and remedies existing remedy available to it, to an injunction, restraining such breach, or a threatened breach, and in its favoreither case, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive no bond or other relief security shall be required in order connection therewith, and Employee hereby consents to enforce or prevent any violations the issuance of such injunction. Employee agrees that the provisions of this AgreementSection 5 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 5 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. 7.3 The Executive specifically authorizes and permits (e) Notwithstanding the foregoing, if the Company shall fail to provide make any Person with which payment to Employee required hereunder, and the Executive serves Company shall not cure such default within thirty (30) business days after the receipt, or may servedeemed receipt of notice thereof from Employee, the provisions of paragraphs (a) as an employee, director, owner, stockholder, consultant, partner and (limited or generalc) or otherwise with a copy of this Agreement or a general description Section 5 shall terminate, and be of some or all no further force and effect. The termination of paragraphs 5(a) and 5(c) does not effect Employees right to pursue legal recourse for the terms Company’s Breach of this AgreementContract.

Non-Compete. 7.1 The 1The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s 's professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s 's term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s 's employment with the Company, either on the Executive’s 's own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s 's contract of employment by reason of leaving the Company’s 's or any of its affiliates’ ' service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s 's employment with the Company for the purpose of competing in the Business, either on the Executive’s 's own account ​ ​ ​ or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s 's employment with the Company, unless such Person’s 's employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s 's employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes In exchange for the consideration to be paid or provided to the Employees by Imtek hereunder and acknowledges that by virtue of signing this Agreement and accepting employment hereunderso long as Imtek performs such obligations, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information each of the Company Employees, jointly and its affiliates. In consideration of the foregoing severally, covenant and this contract of employment, the Executive agrees agree that the Executive he/she will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether except as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly tradedexpressly permitted in this Agreement), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within for a period of one year from the contiguous United States that is competitive with the Business, date of this Agreement: (iii) solicit or entice cause or endeavor permit any person controlled by either Employee to solicit or entice away from in any way the Company and/or its affiliates services of any director, officer, employee, agent officer or consultant director of Imtek regardless of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach function of such Person’s contract of employment by reason of leaving the Company’s Imtek employee or, at any time, defame or slander Imtek or any of its shareholders, directors, affiliates’ service, officers, employees, or agents; or (iiiii) solicit use any confidential or entice proprietary information (within the meaning of this Agreement) or endeavor any other non-public information relating to solicit Imtek or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Businesssubsidiaries, either on the Executive’s own account to solicit any person, business or for any other Person, firm, corporation entity who or organization; (iv) employ which is or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, client or employee customer of the Company and/or its affiliates Imtek at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Companysince April 22, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information1997. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention Each of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits Employees agree, within seven (7) calendar days of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions execution of this Agreement, to deliver to Imtek all documents, contracts, agreements and other written material, magazine and other advertisements and promotional material, memoranda, records, notes, disclosure matters, and other materials in their possession or control, whether prepared by them or others, that relate to Imtek or are or were used in connection with the business or operations of Imtek. Employees may retain copies of any such documents Employees in good ▇▇▇▇▇ ▇▇▇▇ reasonably necessary for their personal records, provided that on the documents returned to Imtek the Employees shall note any documents of which they have retained any copies. Employees acknowledge Imtek's ownership of such documents. ▇▇▇▇▇▇▇ ▇▇▇▇ may retain possession of his Compaq notebook computer but shall delete therefrom all computer files in accordance with this paragraph and may retain copies of records also in accordance with this paragraph. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive (a) Employee agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the ExecutiveEmployee’s employment with the Company and for the purpose duration of competing time described in Appendix A (Non-compete Period”), if Employee’s employment with the Company is terminated prior to a Change in Control (as defined in Section 10(a) below) or after the Change in Control Period (as defined in Section 9(a) below) or (y) six months thereafter if Employee’s employment with the Company is terminated during the Change in Control Period (so long as the Company makes severance payments to Employee pursuant to Section 7(a) below or makes the payments to Employee pursuant to Section 9(a) below, as appropriate), without the prior written consent of the Company, Employee shall not, within the United States: (i) be employed by, or render any services to, (A) any person, firm or corporation engaged in the Business, either on the Executive’s own account contract production or for repair of aircraft parts or any other Personbusiness (“Competitive Business”), firmwhich is directly in competition with any “material” business conducted by the Company or any of its subsidiaries at the time of the termination of Employee’s employment with the Company (as used herein “material” means a business which generated at least 10% of the Company’s consolidated revenues for the last full fiscal year for which the Company’s audited financial statements are available) or (B) any of the Company’s customers or other persons with whom the Company has a contractual relationship; (ii) engage in any Competitive Business for his own account; (iii) be associated with or interested in any Competitive Business as an individual, corporation partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or organizationin any other relationship or capacity; (iv) employ or otherwise utilize (whether as a consultantretain, advisor or otherwise) have or cause any Person other person or entity to employ or retain, any person who was a director, officer, employed or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated retained by the Company and/or its affiliateswhile Employee was employed by the Company; or (v) employ solicit, interfere with, or otherwise utilize (whether as endeavor to entice away from the Company, for the benefit of a consultantCompetitive Business, advisor any of its customers or otherwise) any Person other persons with whom the Executive had contact Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Employee from investing his personal assets in any manner he chooses, provided, however, that Employee may not, during the Executive’s employment with period referred to in this Section 6(a), own more than 4.9% of the Company and who is or may be likely to be in possession equity securities of any Confidential Information. The Executive Competitive Business. (b) Employee acknowledges and agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall Company would be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted irreparably harmed by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions violations of Section 6 4 or this Section 7 6(a) above, and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7recognition thereof, the Company shall be entitled to seek an injunction or its successors other decree of specific performance with respect to any violation thereof (without any bond or assigns may, other security being required) in addition to other rights available legal and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreementequitable remedies. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive Employee acknowledges and recognizes the highly competitive nature of the Company’s business and that Employee’s duties hereunder justify restricting Employee’s further employment following any termination of employment. Employee further acknowledges and understands that by virtue of signing this Agreement the Company recognizes Employee’s importance and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of value to the Company and its affiliatesthus has provided Employee with the overall compensation package described hereunder in order to induce Employee to enter into this Agreement. In consideration of the foregoing and this contract of employmentAccordingly, the Executive Employee agrees that so long as Employee is employed by the Executive will notCompany, during the Executive’s term of employment and (i) for a period of eighteen two years following the termination of Employee’s employment, Employee shall not induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee; (18ii) for a period of one year following the termination of Employee’s employment, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, shall not induce customers, agents or other sources of distribution of the Company’s business under contract, or doing business, with the Company to terminate, reduce, alter or divert business with or from the Company; and (iii) for the period during which Employee is entitled to be paid severance under this Agreement (or for a period of six (6) months after termination of Employee’s employment if Employee’s employment is terminated under circumstances in which Employee is not entitled to severance pursuant to the Termination Dateterms of this Agreement), Employee shall not, directly or indirectly (i) engageindirectly, whether either as a principal, agent, investoremployee, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employeeemployer, consultant, volunteer partner, member or otherwisemanager of a limited liability company, with shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934 (the “1934 Act”), or without paya shareholder in excess of one (1%) percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any activity other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business venture anywhere within the contiguous United States that is competitive directly competes with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant business activities of the Company and/or its affiliates with whom (which at the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account present time are point-of-care diagnostics for infectious diseases in humans and animals) in or for about any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of market in which the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officeris, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date has publicly announced a plan for, doing business. Employee further covenants and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce restrictive covenants set forth in this Section 7paragraph are reasonable as to duration, because such covenants cover too extensive a geographic terms, and geographical area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with that the intention same protects the legitimate interests of the parties Company, imposes no undue hardship on Employee, and is not injurious to the maximum extent permitted public. The covenant set forth under (iii) above shall not apply if Employee’s employment is terminated within twelve months of a Change Of Control (as defined below). Ownership by law. 7.2 Since Employee, for investment purposes only, of less than one percent of any class of securities of a material purpose of this Agreement is to protect corporation if those securities are listed on a national securities exchange or registered under the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may 1934 Act shall not be an adequate remedy for any constitute a breach of the provisions covenant set forth under (iii) above. Employee acknowledges and understands that, by virtue of Section 6 his position with the Company, he will have exposure to various entities with which the Company does business or this Section 7 is in discussions to do business. Accordingly, Employee hereby covenants and that agrees that, so long as he is employed by the Company, he will not, except with the prior written consent of the Company, solicit or enter into any discussions for a position of employment with any such breach will cause entities. It is the Company irreparable harm. Therefore, in the event of a breach by the Executive of any desire and intent of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of Parties that the provisions of this Agreement. 7.3 The Executive specifically authorizes paragraph be enforced to the fullest extent permissible under the laws and permits the Company to provide public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy particular portion of this Agreement paragraph shall be adjudicated to be invalid or a general description unenforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of some or all this paragraph in the particular jurisdiction in which that adjudication is made. If Employee violates any of the terms restrictions contained in this Section 9, the Restricted Period shall be suspended and shall not run in favor of this AgreementEmployee until such time that Employee cures the violation; the period of time in which Employee is in breach shall be added to the restricted period.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive (a) Employee agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Date, directly or indirectly (i) engage, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the ExecutiveEmployee’s employment with the Company and for 18 months thereafter so long as the Company makes severance payments to Employee pursuant to subsections 7(a) below, without the prior written consent of the Company, Employee shall not, within the United States: (i) be employed by, or render any services to, (A) any person, firm or corporation engaged in the contract production or repair of aircraft parts or any other business (“Competitive Business”), which is directly in competition with any “material” business conducted by the Company or any of its subsidiaries at the time of the termination of Employee’s employment with the Company (as used herein “material” means a business which generated at least 10% of the Company’s consolidated revenues for the purpose last full fiscal year for which the Company’s audited financial statements are available) or (B) any of competing the Company’s customers or other persons with whom the Company has a contractual relationship; (ii) engage in the Businessany Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, either on the Executive’s own account partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or for in any other Person, firm, corporation relationship or organizationcapacity; (iv) employ or otherwise utilize (whether as a consultantretain, advisor or otherwise) have or cause any Person other person or entity to employ or retain, any person who was a director, officer, employed or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated retained by the Company and/or its affiliateswhile Employee was employed by the Company; or (v) employ solicit, interfere with, or otherwise utilize (whether as endeavor to entice away from the Company, for the benefit of a consultantCompetitive Business, advisor any of its customers or otherwise) any Person other persons with whom the Executive had contact Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Employee from investing his personal assets in any manner he chooses, provided, however, that Employee may not, during the Executive’s employment with period referred to in this Section 6(a), own more than 4.9% of the Company and who is or may be likely to be in possession equity securities of any Confidential Information. The Executive Competitive Business. (b) Employee acknowledges and agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall Company would be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted irreparably harmed by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions violations of Section 6 4 or this Section 7 6(a) above, and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7recognition thereof, the Company shall be entitled to an injunction or its successors other decree of specific performance with respect to any violation thereof (without any bond or assigns may, other security being required) in addition to other rights available legal and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreementequitable remedies. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that (a) During the Term of Employment and, unless Employee’s employment is terminated by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employmentwithout Cause, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen three (183) months after following the Termination Datelast day of Employee’s employment by the Company, Employee will not, either directly or indirectly (i) engageindirectly, whether as principal, agent, owner, employee, partner, investor, representative, stockholder shareholder (other than solely as the a holder of not more than five percent (5%) 1% of the stock or equity issued and outstanding shares of any corporation the capital stock of which is publicly tradedpublic corporation), employee, consultant, volunteer advisor or otherwiseotherwise howsoever own, with operate, carry on or without payengage in the operation of or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any activity or business venture anywhere within the contiguous United States that is competitive with or similar to the Businessbusiness conducted by the Company, AREP, API, the Designated Affiliates or any of their subsidiaries which is located in or within fifty 50 miles of any locations in which the Company, AREP, API, the Designated Affiliates or any of their subsidiaries or affiliates are doing business. (iib) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment Employee covenants and agrees with the Company, either on AREP, API, the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s Designated Affiliates or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sourcestheir subsidiaries and affiliates that, clients or customers of during Employee’s employment by the Company and/or any and for one (1) year following the last day of its affiliates with whom the Executive had contact during the ExecutiveEmployee’s employment with by the Company Company, Employee shall not directly, or indirectly, for the purpose of competing in the Business, either on the Executive’s own account herself or for any other Person: (i) solicit, firminterfere with or endeavor to entice away from the Company, corporation AREP, API, any Designated affiliate or organization; any of their subsidiaries or affiliates, any customer, client or any Person in the habit of dealing with any of the foregoing; (ivii) employ interfere with, entice away or otherwise utilize (whether as a consultant, advisor or otherwise) attempt to obtain the withdrawal of any Person who was a director, officer, or employee of the Company and/or its affiliates at Company, AREP, API, any time during the two Designated Affiliate or any of their subsidiaries or affiliates; or (2iii) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment advise any Person not to do business with the Company, unless such Person’s employment was terminated by the Company and/or its AREP, API, any Designated Affiliate or any of their subsidiaries or affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment . Employee represents to and agrees with the Company and who is or may for the benefit of API that the enforcement of the restrictions contained in Section 6 and Section 7 (the Non-Disclosure and Non-Compete sections respectively) would not be likely unduly burdensome to be in possession Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company, AREP, API and any Confidential InformationDesignated Affiliate. The Executive Employee agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period remedy of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach by Employee of the provisions of Section 6 or this Section 7 either of these sections may be inadequate and that any such breach will cause the Company irreparable harmand API shall be entitled to injunctive relief, without posting any bond. ThereforeThis section constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company, in the event of a breach by the Executive of AREP, API and any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to Designated Affiliate may have under any other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy provision of this Agreement or a general description of some or all of the terms of this Agreementotherwise.

Non-Compete. 7.1 The Executive Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's duties hereunder justify restricting Employee's further employment following any termination of employment. Employee further acknowledges and understands that by virtue of signing this Agreement the Company recognizes Employee's importance and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of value to the Company and its affiliatesthus has provided Employee with the overall compensation package described hereunder in order to induce Employee to enter into this Agreement. In consideration of the foregoing and this contract of employmentAccordingly, the Executive Employee agrees that so long as Employee is employed by the Executive will notCompany, during the Executive’s term of employment and (i) for a period of eighteen two years following the termination of Employee's employment, Employee shall not induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee; (18ii) for a period of one year following the termination of Employee's employment, Employee, except when acting at the request of the Company on behalf of or for the benefit of the Company, shall not induce customers, agents or other sources of distribution of the Company's business under contract, or doing business, with the Company to terminate, reduce, alter or divert business with or from the Company; and (iii) for the period during which Employee is entitled to be paid severance under this Agreement (or for a period of six (6) months after termination of Employee's employment if Employee's employment is terminated under circumstances in which Employee is not entitled to severance pursuant to the Termination Dateterms of this Agreement), Employee shall not, directly or indirectly (i) engageindirectly, whether either as a principal, agent, investoremployee, representative, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employeeemployer, consultant, volunteer partner, member or otherwisemanager of a limited liability company, with shareholder of a company that does not have securities registered under the Securities Exchange Act of 1934 (the "1934 Act"), or without paya shareholder in excess of one (1%) percent of a company that has securities registered under the 1934 Act, corporate officer or director, or in any activity other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business venture anywhere within the contiguous United States that is competitive directly competes with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant business activities of the Company and/or its affiliates with whom (which at the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account present time are point-of-care diagnostics for infectious diseases in humans and animals) in or for about any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of market in which the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officeris, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date has publicly announced a plan for, doing business. Employee further covenants and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce restrictive covenants set forth in this Section 7paragraph are reasonable as to duration, because such covenants cover too extensive a geographic terms, and geographical area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with that the intention same protects the legitimate interests of the parties Company, imposes no undue hardship on Employee, and is not injurious to the maximum extent permitted public. The covenant set forth under (iii) above shall not apply if Employee's employment is terminated within twelve months of a Change Of Control (as defined below). Ownership by law. 7.2 Since Employee, for investment purposes only, of less than one percent of any class of securities of a material purpose of this Agreement is to protect corporation if those securities are listed on a national securities exchange or registered under the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may 1934 Act shall not be an adequate remedy for any constitute a breach of the provisions covenant set forth under (iii) above. Employee acknowledges and understands that, by virtue of Section 6 his position with the Company, he will have exposure to various entities with which the Company does business or this Section 7 is in discussions to do business. Accordingly, Employee hereby covenants and that agrees that, so long as he is employed by the Company, he will not, except with the prior written consent of the Company, solicit or enter into any discussions for a position of employment with any such breach will cause entities. It is the Company irreparable harm. Therefore, in the event of a breach by the Executive of any desire and intent of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of Parties that the provisions of this Agreement. 7.3 The Executive specifically authorizes paragraph be enforced to the fullest extent permissible under the laws and permits the Company to provide public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy particular portion of this Agreement paragraph shall be adjudicated to be invalid or a general description enforceable, this paragraph shall be deemed amended to apply in the broadest allowable manner and to delete therefrom the portion adjudicated to be invalid or unenforceable, such amendment and deletion to apply only with respect to the operation of some or all this paragraph in the particular jurisdiction in which that adjudication is made. If Employee violates any of the terms restrictions contained in this Section 9, the Restricted Period shall be suspended and shall not run in favor of this AgreementEmployee until such time that Employee cures the violation; the period of time in which Employee is in breach shall be added to the restricted period.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue (a) Paramount shall not be in any way precluded from (i) entering into similar agreements with companies which engage in similar business activities or lines of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of business as the Company and its affiliates. In consideration of or developing or marketing any products, services or technologies that do or may in the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Datefuture compete, directly or indirectly (i) engageindirectly, whether as principal, agent, investor, representative, stockholder (other than as the holder of not more than five percent (5%) with those of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the BusinessCompany, (ii) solicit investing or entice owning any interest publicly or endeavor to solicit privately in, or entice away from developing a business relationship with, any corporation, partnership or other person or entity engaged in the same or similar activities or lines or business as, or otherwise in competition with, the Company or (iii) doing business with any client, collaborator, licensor, consultant, vendor or customer of the Company. Paramount and any of its officers, directors, employees or former employees and affiliates shall not have any obligation, or be liable, to the Company solely on account of the conduct described in the preceding sentence. The Company recognizes that Paramount is not obligated to present any opportunities for an investment, sale, acquisition, strategic alliance or any other opportunities to the Company and nothing in this Agreement shall be construed to limit Paramount's ability to introduce investment, sale, acquisition, strategic alliance or any other opportunities to any other company. In the event that Paramount and/or its affiliates any officer, director, officeremployee or former employee or affiliate thereof acquires knowledge of a potential transaction, employeeagreement, agent arrangement or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with other matter which may be a corporate opportunity for both Paramount and the Company, either on neither Paramount nor any of its officers, directors, employees or former employees or affiliates shall have any duty to communicate or offer such corporate opportunity to the Executive’s own account Company and neither Paramount nor any of its officers, directors, employees or former employees or affiliates shall be liable to the Company for breach of any Person, firm, corporation fiduciary or other organizationduty, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment as a stockholder or otherwise, solely by reason of leaving the Company’s fact that Paramount or any of its affiliates’ service; officers, directors, employees or former employees or affiliates pursue or acquire such corporate opportunity for Paramount, direct such corporate opportunity to another person or entity or communicate or fail to communicate such corporate opportunity or entity to the Company. Nothing in this Section 9 shall relieve Paramount of its obligations hereunder, including Section 5 hereunder. (iiib) solicit or entice or endeavor Notwithstanding anything to solicit or entice away any of the referral sourcescontrary herein, clients or customers of unless the Company and/or any of its affiliates with whom the Executive had contact consents in writing, at no time during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account Term or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during with 12 months after the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with Term shall Paramount be engaged by any entity, other than the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce provide advisory services or prevent any violations other types of services in connection with structuring of any type of business relationship or transaction involving CRC (including, without limitation, the provisions sale or merger of this AgreementCRC or the sale of equity or other securities of any kind in CRC). 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes agrees during the period commencing on the date hereof and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance ending (a) two (2) years following the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information conclusion of the Company and its affiliates. In consideration Term for any reason other than due to the Company’s delivery of a Non-Extension Notice pursuant to Section 2 or (b) one (1) year following the conclusion of the foregoing and this contract Term due to the Company’s delivery of employmenta Non-Extension Notice pursuant to Section 2 (the “Restricted Period”), the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination Datenot to, directly or indirectly (i) engageincluding through any affiliate), whether as principalan individual proprietor, agentpartner, investorshareholder, representativemember, stockholder (other than as the holder of not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded)holder, officer, director, manager, employee, consultant, volunteer independent contractor, joint venturer, investor or lender or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive compete with the Businessbusiness of Parent, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its or their respective subsidiaries and affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either as conducted on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits date of the Executive’s background and general experience termination of employment (the “Business”), or (other than as a director, employee, agent, consultant, shareholder, member or manager of the Business, Parent, the Company or any of their respective subsidiaries or affiliates) as an individual proprietor, partner, shareholder, member, equity holder, officer, director, manager, employee, consultant, independent contractor, joint venturer, investor or lender or otherwise, participate in any business or enterprise engaged anywhere in the industryUnited States in the provision of any services that are the same as, substantially similar to or competitive with the services that Parent, the parties hereto agree and acknowledge that money damages may Company, or any of their respective subsidiaries or affiliates were designing, developing, selling or providing, or actively planning to sell or provide, during the twelve (12) months preceding the end of the Term (each, a “Competing Business”). The foregoing restrictions shall not be an adequate remedy for any breach of construed to prohibit the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach ownership by the Executive of not more than one percent (1%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934 that are publicly owned and regularly traded on any national securities exchange or over-the-counter market if such ownership represents a personal investment and the Executive does not either directly or indirectly in any way manage or exercise control of any such corporation, guarantee any of its financial obligations or otherwise take part in its business other than exercising the Executive’s rights as a shareholder, or seek to do any of the provisions of Section 6 or this Section 7foregoing. Notwithstanding the foregoing, if during the Restricted Period Parent, the Company or its successors or assigns mayand their respective subsidiaries and affiliates cease to engage in a separately identifiable line of business, in addition then the Restricted Period with respect to other rights and remedies existing in its favor, apply to any court such line of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreementbusiness shall immediately terminate. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereundershall not during the Restricted Period (as defined below) in the United States or any other place where GMI, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of their affiliates conduct operations related to the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen (18) months after the Termination DateCompany Business, directly or indirectly (except in the Executive's capacity as an officer of GMI or the Company): (i) engageengage or participate in the Company Business; (ii) enter the employ of, whether or render any other services to, any person engaged in the Company Business except as permitted hereunder; or (iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent, investorconsultant or trustee except as permitted hereunder, representativeprovided however, stockholder (other than that the Executive may own, directly or indirectly, solely as the holder of not more than five percent (5%) of the stock or equity an investment, securities of any corporation person traded on any national securities exchange or listed on the capital stock National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date which is publicly traded), employee, consultant, volunteer one year after the date on which the Company terminates or otherwise, with or is deemed to terminate the Executive's employment without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the BusinessCause as defined hereinafter, (iib) solicit the date which is one year after the date on which the Executive terminates or entice is deemed to terminate his employment pursuant to Section 4.6 hereof or endeavor to solicit or entice away from (c) the Termination Date; provided, however, that if the Company and/or its affiliates any director, officer, employee, agent shall have terminated the Executive's employment for Cause and such Cause in fact exists or consultant of the Company and/or its affiliates with whom if the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s shall have terminated his employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement, the Restricted Period shall end twelve months following the termination of the Executive's employment hereunder.

Non-Compete. 7.1 The Executive recognizes and acknowledges that (a) During the Term of Employment and, unless Employee’s employment is terminated by virtue of signing the Company without Cause or this Agreement and accepting employment hereunderis not renewed or extended following the Expiration Date, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that the Executive will not, during the Executive’s term of employment and for a period of eighteen one (181) months after year following the Termination Datelast day of Employee’s employment by the Company, Employee will not, either directly or indirectly (i) engageindirectly, whether as principal, agent, owner, employee, partner, investor, representative, stockholder shareholder (other than solely as the a holder of not more than five percent (5%) 1% of the stock or equity issued and outstanding shares of any corporation the capital stock of which is publicly tradedpublic corporation), employee, consultant, volunteer advisor or otherwiseotherwise howsoever own, with operate, carry on or without payengage in the operation of or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any activity or business venture anywhere within the contiguous United States that is competitive with or similar to the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with business conducted by the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s Designated Affiliates or any of its affiliates’ service; their subsidiaries which is located in or within fifty (iii50) solicit miles of any locations in which the Company, the Designated Affiliates or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment their subsidiaries are doing business. (b) Employee covenants and agrees with the Company and its subsidiaries that, during Employee’s employment by the Company and for one (1) year following the purpose last day of competing in Employee’s employment by the BusinessCompany, either on the Executive’s own account Employee shall not directly, or indirectly, for herself or for any other Person: (i) solicit, firminterfere with or endeavor to entice away from the Company, corporation any Designated Affiliate or organization; any of their subsidiaries or affiliates, any customer, client or any Person in the habit of dealing with any of the foregoing; (ivii) employ interfere with, entice away or otherwise utilize (whether as a consultant, advisor or otherwise) attempt to obtain the withdrawal of any Person who was a director, officer, or employee of the Company and/or its affiliates at Company, any time during the two Designated Affiliate or any of their subsidiaries or affiliates; or (2iii) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment advise any Person not to do business with the Company, unless such Person’s employment was terminated by the Company and/or its any Designated Affiliate or any of their subsidiaries or affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment . Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 6 and who is or may Section 7 (the Non-Disclosure and Non-Compete sections respectively) would not be likely unduly burdensome to be in possession Employee and that such restrictions are reasonably necessary to protect the legitimate interests of any Confidential Informationthe Company. The Executive Employee agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period remedy of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach by Employee of the provisions of Section 6 or this Section 7 either of these sections may be inadequate and that any such breach will cause the Company irreparable harmshall be entitled to injunctive relief, without posting any bond. Therefore, in the event of a breach by the Executive of This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any of the provisions of Section 6 right or this Section 7, remedy that the Company or its successors or assigns may, in addition to may have under any other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy provision of this Agreement or a general description of some or all of the terms of this Agreementotherwise.

Non-Compete. 7.1 The Executive recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information of the Company and its affiliates. In consideration of the foregoing and this contract of employment, the Executive agrees that that, during the term of her employment with Employer and for one (1) year following termination of Executive's employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause or termination by Executive for Good Reason or otherwise, Executive will not, during the Executive’s term for herself, as an agent, employee, contractor or owner, or on behalf of employment and for a period of eighteen (18) months after the Termination Dateanother person or entity, directly or indirectly (i) engageindirectly, engage in any “Prohibited Position” with any “Competing Business.” For purposes of this Agreement, “Prohibited Position” shall mean any position, whether as principal, agent, investorofficer, representativedirector, stockholder employee, consultant, shareholder, partner, member, or otherwise: (i) where Executive will be engaged in the management, sale, development, or marketing of products or services of the type provided by any Employer Entity; and (ii) during employment with Employer, Executive was privy to or given access to proprietary and/or confidential business information of Employer concerning any Employer Entity’s management, strategy, performance, sale, development or marketing of that type of product or service and/or was involved in maintaining the Employer Entities' customer relationships or goodwill; “Competing Business” shall mean any person, corporation or other than entity which engages in the marketing and/or sale of: (i) retail banking products in the Restricted Territory, including, for example, personal and business accounts, private banking, business banking, loans, lines of credit, mortgages, and other investment or financial products; or (ii) any other product or service of the Employer Entities, currently and in the future, in the Restricted Territory, in which Executive had involvement, and/or about which Executive learned of, and/or may have acquired any knowledge about, while employed by Employer; and “Restricted Territory” shall mean any county in which any Employer Entity maintains an office or branch and any county which is contiguous to such a county. During the term of her employment with Employer and for one (1) year following termination of Executive's employment with Employer for any reason, including without limitation termination by Employer for Cause or without Cause, or termination by Executive for Good Reason or otherwise, Executive also agrees not to enter into, consult about, or become involved with any transactions that she learned and/or became aware of through her employment with Employer. Executive acknowledges that the foregoing restrictions are properly limited so that they will not interfere with her ability to earn a livelihood and that such restrictions are reasonable and necessary to protect the Employer Entities' legitimate business interest, including the protection of its confidential and trade secret information. In exchange for the consideration set forth in this Agreement, Executive agrees to be bound by the terms of this Section 3.06. The foregoing covenants shall not be deemed to prohibit Executive from acquiring as the holder of an investment not more than five percent (5%) of the stock or equity of any corporation the capital stock of which is publicly traded), employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture anywhere within the contiguous United States that is competitive with the a Competing Business, (ii) solicit whose stock is traded on a national securities exchange or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any of its affiliates’ service; (iii) solicit or entice or endeavor to solicit or entice away any of the referral sources, clients or customers of the Company and/or any of its affiliates with whom the Executive had contact during the Executive’s employment with the Company for the purpose of competing in the Business, either on the Executive’s own account or for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely to be in possession of any Confidential Information. The Executive agrees that the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be through an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event automated quotation system of a breach by the Executive of any of the provisions of Section 6 or this Section 7, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreementregistered securities association. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or all of the terms of this Agreement.

Non-Compete. 7.1 a. The Executive Employee hereby acknowledges and recognizes and acknowledges that by virtue of signing this Agreement and accepting employment hereunder, Executive will receive training materials, Trade Secrets and other Confidential Information and will acquire additional valuable training and knowledge, enhance the Executive’s professional skills and experience, and learn additional proprietary Trade Secrets and Confidential Information highly competitive nature of the Company and its affiliates. In consideration businesses of the foregoing Talon Automotive Group and this contract of employment, the Executive accordingly agrees that the Executive will notin consideration hereof, during the Executive’s term period the Employee is employed by the Company or any member of employment the Talon Automotive Group and thereafter for a the longer of two (2) years or that period in which the Employee is entitled to any payments pursuant to the terms hereof, for purposes of eighteen (18) months after the Termination Datethis Agreement, he will not directly or indirectly (i) engage, whether except as principal, agent, investor, representative, stockholder a passive investor in less than one (other than as the holder of not more than five percent (51%) percent of the stock or equity of any corporation the outstanding capital stock of which is a publicly traded)traded corporation or in his capacity as an employee of the Company): i. conduct, engage in, have an interest in, or aid or assist any person or entity in conducting, engaging or having an interest in (whether as an owner, principal, lender, stockholder, partner, employer, employee, consultant, volunteer officer, director or otherwise, with or without pay, in any activity or business venture ) anywhere within the contiguous United States that Territory (as hereinafter defined): (a) any business or enterprise (whether or not for profit) which offers or performs any services which are the same as or similar to or competitive with those now or hereafter provided by the Company or any member of the Talon Automotive Group; or (b) any business or enterprise (whether or not for profit) which develops, manufactures or sells any products which are the same as or in any manner similar to or competitive with those developed, manufactured or sold the Company or any member of the Talon Automotive Group; or (c) any other business or enterprise (whether or not for profit) which is competitive with the Business, (ii) solicit or entice or endeavor to solicit or entice away from the Company and/or its affiliates any director, officer, employee, agent or consultant business of the Company and/or its affiliates with whom the Executive had contact during the Executive’s employment with the Company, either on the Executive’s own account or for any Person, firm, corporation or other organization, regardless of whether the Person solicited would commit any breach of such Person’s contract of employment by reason of leaving the Company’s or any member of its affiliates’ servicethe Talon Automotive Group; ii. Solicit, divert, take away, interfere with or accept any business from any customers, suppliers, trade or patronage of the Company or any member of the Talon Automotive Group, or take any actions which are materially adverse to or materially injurious to the Company or any member of the Talon Automotive Group or which materially and adversely affect the business of the Company or any member of the Talon Automotive Group or their relationships with their employees, customers or suppliers; (or iii) . Engage, employ, attempt to engage or employ or solicit for engagement or entice employment any employee or endeavor sales representative of the Company or any member of the Talon Automotive Group, or induce or otherwise advise any employee or sales representative to solicit leave the employ or entice away engagement of the Company or any member of the Talon Automotive Group or to engage in any of the referral sourcesactivities prohibited hereby. b. For purposes hereof, clients or customers the "Territory" shall mean and include the United States of America, Canada and Mexico. c. It is expressly understood and agreed that although the Employee and the Company and/or any of its affiliates with whom consider the Executive had contact during provisions hereof, including the Executive’s employment with the Company restrictions as to Territory set forth in this Section above to be reasonable for the purpose of competing in the Business, either on the Executive’s own account or preserving for any other Person, firm, corporation or organization; (iv) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person who was a director, officer, or employee of the Company and/or its affiliates at any time during the two (2) years preceding the Termination Date and with whom the Executive had contact during the Executive’s employment with the Company, unless such Person’s employment was terminated by the Company and/or its affiliates; or (v) employ or otherwise utilize (whether as a consultant, advisor or otherwise) any Person with whom the Executive had contact during the Executive’s employment with the Company and who is or may be likely each Affiliated Group, their businesses and goodwill and other proprietary rights. d. Notwithstanding anything to be the contrary in possession this Agreement, in the event of a violation of any Confidential Information. The Executive agrees that of the restraints imposed under this Section 7 are reasonable and not unduly harsh or oppressive. The parties hereto agree that if, in any proceeding, the Court or other authority shall refuse to enforce covenants set forth in this Section 7, because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 7.2 Since a material purpose of this Agreement is to protect the Company’s investment in the Executive and to secure the benefits of the Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of Section 6 or this Section 7 and that any such breach will cause the Company irreparable harm. Therefore, in the event of a breach 5 by the Executive of any of the provisions of Section 6 or this Section 7Employee, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions of this Agreement. 7.3 The Executive specifically authorizes and permits the Company to provide any Person with which the Executive serves (or may serve) as an employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise with a copy of this Agreement or a general description of some or shall have all of the terms of this Agreement.remedies set forth in Section 4(c)(iii) hereof; provided, however, the remedies