Common use of Non-Competition and Non-Solicitation Covenants Clause in Contracts

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; provided, however, that the provisions of Section 6 (b) shall terminate.

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive expressly covenants and managerial capacity; ii) agrees that, during his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the for a period of twelve (12) months from the Executive's employmentdate on which his employment by the Corporation terminates, the Executive agrees that for whatever reason, whether voluntary or involuntary, he will not, on behalf of anyone other than the Companydirectly or indirectly: (a) anywhere in North America, engage in, whether as a sole proprietor, partner, shareholder or in any managerial, executive, salesother proprietary capacity whatsoever, or marketing activities related provide support and/or assistance in any other form whatsoever, to any business person, firm or corporation engaged in which developing, manufacturing, licensing, marketing or distributing any product that competes with a product developed, manufactured, licensed, marketed or distributed by the Company is or becomes engaged Corporation during the Executive's employment. The Executive acknowledges Term or at the competitive nature date of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the such termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be; Employment Agreement IntelGenx Corp. Confidential (b) anywhere in North America, andbe employed by, act as an Executive or adviser to, or be the agent or representative of any person, firm or corporation engaged in developing, manufacturing, licensing, marketing or distributing any product that competes with a product developed, manufactured, licensed, marketed or distributed by the Corporation during the Term or at the date of such termination of employment, as the case may be; (c) solicit or attempt to solicit any customer or entice any such customer of the Corporation to cease dealing with the Corporation, in its reduced all such cases with a view to giving, selling or modified form, enforce providing to such provision customer any products or services similar to the maximum extent permissible.products or services sold or provided by the Corporation at the time of the cessation of his employment; g. The provisions (d) solicit, induce, or otherwise persuade any executive or Executive of this Section 6 so far as they relate the Corporation to terminate his employment or to cease providing services to the Corporation. The restrictions contained in Section 18(b) will not prevent the Executive from accepting employment with any larger pharmaceutical or medical products organization with separate and distinct divisions that do not compete, directly or indirectly, with the Corporation, as long as prior to accepting such employment the Corporation receives separate written assurances from the prospective employer and from the Executive, satisfactory to the Corporation, to the effect that the Executive will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Corporation. During the restrictive period after set forth in Section 18(b), the end Executive will inform any new employer, prior to accepting employment, of the term existence of this Agreement and provide such employer with a copy of this Agreement. Further, the restrictions in Section 18(b) will not prohibit the Executive from owning up to 5% of the capital stock of a publicly traded pharmaceutical or medical device company even if such public company has a product line which may compete with a Corporation Product. In the event that in any legal proceedings before a competent tribunal in any jurisdiction, it is determined that either of Sub-sections a), b), c) or d) of Section 18 above, or any part of the said Sub-sections, is invalid with respect to any particular transaction, that Sub-section or part thereof shall continue be deemed to have effect and shall operate as a separate agreement between be severed from this Agreement for the Company purposes only of the particular legal proceedings in question, and the Executive; providedsaid Sub-section shall, howeverin every other respect, that the provisions of Section 6 (b) shall terminatecontinue in full force and effect.

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; , provided, however, that the provisions of Section 6 (b) shall terminate.

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a highA. Non-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will Competition. Each SMD shall not, on behalf of anyone other than the Companydirectly or indirectly, engage in any managerialduring such SMD’s service with Blackstone, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in for a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive period ending twelve months following (i) be terminated with the termination by Blackstone of such SMD’s service pursuant to Sections 5(a) or without cause following 5(b) of the first 90 days of this SMD Agreement, or (ii) resign from his employment the commencement of such SMD’s Garden Leave Period pursuant to Section 5(d) of the SMD Agreement, associate (including but not limited to association as a sole proprietor, owner, employer, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise terminate otherwise) with any Competitive Business or any of the affiliates, related entities, successors or assigns of any Competitive Business; provided however that with respect to the equity of any Competitive Business which is or becomes publicly traded, such SMD’s ownership as a passive investor of less than 3% of the outstanding publicly traded stock of a Competitive Business shall not be deemed a violation of this Agreement at Non-Competition Agreement; provided further that if such SMD’s service with Blackstone is terminated without Cause by Blackstone, then the foregoing period of time will be reduced to 90 days rather than twelve months. For purposes of this Non-Competition Agreement, “Competitive Business” means any timebusiness, he agrees in any geographical or market area where Blackstone conducts business or provides products or services, that for a twelve (12) month period following the termination of his employment competes with the Companybusiness of Blackstone, including any business in which Blackstone engaged during the Executive shall not hire or solicit term of such SMD’s service and any employee of the Company employed business that Blackstone was actively considering conducting at the time of his terminationsuch SMD’s termination of service and of which such SMD has, or encourage any such employee to leave such employmentreasonably should have, knowledge. d. If the Executive commits a material breach ofB. Non-Solicitation of Clients/Investors. Each SMD shall not, the Covenantsdirectly or indirectly, the Company shall have the rights and remedy (in addition toduring such SMD’s service with Blackstone, and not in lieu offor a period ending twelve months following (i) the termination by Blackstone of such SMD’s service pursuant to Sections 5(a) or 5(b) of the SMD Agreement, any other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) the commencement of such SMD’s Garden Leave Period pursuant to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach Section 5(d) of the Covenants would cause irreparable injury SMD Agreement, (a) solicit, or assist any other individual, person, firm or other entity in soliciting, the business of any Client or Prospective Client for or on behalf of an existing or prospective Competitive Business; (b) perform, provide or assist any other individual, person, firm or other entity in performing or providing, services similar to the Company and that money damages would not provide an adequate remedy those provided by Blackstone, for any Client or Prospective Client; or (c) impede or otherwise interfere with or damage (or attempt to the Company; impede or otherwise interfere with or damage) any business relationship and/or agreement between Blackstone and (iiii) to cease a Client or Prospective Client or (ii) any severance payments or benefits which the Executive or his eligible dependents may otherwise be duesupplier. e. The Executive agrees that the Covenants are necessary 1. For purposes of this Non-Competition Agreement, “Client” shall mean any person, firm, corporation or other organization whatsoever for the reasonable and proper protection whom Blackstone provided services (including without limitation any investor in any Blackstone fund, any portfolio company of the Company and that the Covenants are reasonable in respect a Blackstone fund, any client of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, Blackstone business group or any other unenforceable aspect person for whom Blackstone renders any service) with respect to whom each SMD, individuals reporting to such SMD or individuals over whom such SMD had direct or indirect responsibility, had personal contact or dealings on Blackstone’s behalf during the three-year period immediately preceding such SMD’s termination of service. “Prospective Client” shall mean any person, firm, corporation or other organization whatsoever with whom Blackstone has had any negotiations or discussions regarding the possible engagement of business, investment in a Blackstone fund, investment in or provision of services to any portfolio company of a Blackstone fund, or the performance of business services within the eighteen months preceding such provisionSMD’s termination of service with Blackstone with respect to whom such SMD, as the case may beindividuals reporting to such SMD or individuals over whom such SMD had direct or indirect responsibility, and, in its reduced had personal contact or modified form, enforce dealing on Blackstone’s behalf during such provision to the maximum extent permissibleeighteen-month period. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; provided, however, that the provisions of Section 6 (b) shall terminate.

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a highA. Non-level employee in an executive and managerial capacity; ii) his employment with the Company gives him access to confidential and proprietary information concerning the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will Competition. Each SMD shall not, on behalf of anyone other than the Companydirectly or indirectly, engage in any managerialduring such SMD’s service with Blackstone, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in for a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive period ending twelve months following (i) be terminated with the termination by Blackstone of such SMD’s service pursuant to Section 5(a) or without cause following 5(b) of the first 90 days of this SMD Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12the commencement of such SMD’s Garden Leave Period pursuant to Section 5(d) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his terminationSMD Agreement, or encourage any such employee to leave such employment. d. If the Executive commits a material breach ofassociate (including, the Covenants, the Company shall have the rights and remedy (in addition but not limited to, and not in lieu ofassociation as a sole proprietor, owner, employer, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise) with any other rights and remedies available to the Company at law Competitive Business or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease affiliates, related entities, successors or assigns of any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the ExecutiveCompetitive Business; provided, however, that with respect to the provisions equity of any Competitive Business which is or becomes publicly traded, such SMD’s ownership as a passive investor of less than 3% of the outstanding publicly traded stock of a Competitive Business shall not be deemed a violation of this Non-Competition Agreement; B-1 provided further that if such SMD’s service with Blackstone is terminated without Cause by Blackstone, then the foregoing period of time will be reduced to 90 days rather than twelve months. For purposes of this Non-Competition Agreement, “Competitive Business” means any business, in any geographical or market area where Blackstone conducts business or provides products or services, that competes with the business of Blackstone, including any business in which Blackstone engaged during the term of such SMD’s service and any business that Blackstone was actively considering conducting at the time of such SMD’s termination of service and of which such SMD has, or reasonably should have, knowledge, B. Non-solicitation of Clients/Investors. Each SMD shall not, directly or indirectly, during such SMD’s service with Blackstone, and for a period ending twelve months following (i) the termination by Blackstone of such SMD’s service pursuant to Sections 5(a) or 5(b) of the SMD Agreement, or (ii) the commencement of such SMD’s Garden Leave Period pursuant to Section 6 5(d) of the SMD Agreement, (a) solicit, or assist any other individual, person, firm or other entity in soliciting, the business of any Client or Prospective Client for or on behalf of an existing or prospective Competitive Business; (b) perform, provide or assist any other individual, person, firm or other entity in performing or providing, services similar to those provided by Blackstone, for any Client or Prospective Client; or (c) impede or otherwise interfere with or damage (or attempt to impede or otherwise interfere with or damage) any business relationship and/or agreement between Blackstone and (i) a Client or Prospective Client or (ii) any supplier. (1) For purposes of this Non-Competition Agreement, “Client” shall terminatemean any person, firm, corporation or other organization whatsoever for whom Blackstone provided services (including, without limitation, any investor in any Blackstone fund, any portfolio company) of a Blackstone fund, any client of any Blackstone business group or any other person for whom Blackstone renders any service) with respect to whom cash SMD, individuals reporting to such SMD or individuals over whom such SMD had direct or indirect responsibility, had personal contact or dealings on Blackstone’s behalf during the three-year period immediately preceding such SMD’s termination of service. “Prospective Client” shall mean any person, firm, corporation or other organization whatsoever with whom Blackstone has had any negotiations or discussions regarding the possible engagement of business, investment in a Blackstone fund, investment in or provision of services to any portfolio company of a Blackstone fund, or the performance of business services within the eighteen months preceding such SMD’s termination of service with Blackstone with respect to whom such SMD, individuals reporting to such SMD or individuals over whom such SMD had direct or indirect responsibility, had personal contact or dealing on Blackstone’s behalf during such eighteen-month period.

Non-Competition and Non-Solicitation Covenants. a. The Executive acknowledges that i) he will be employed as a high-level employee in an executive and managerial capacity; ii) During his employment with the Company gives him access to confidential and proprietary information concerning for a period of one (1) year thereafter (the “Restricted Period”), except in the case of termination without Cause or resignation for Good Reason, whatever the reason for Executive’s termination of employment, unless Executive receives the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business of the Company and to protect the Company's investment in South West; and v) the ’s advance written waiver, Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will shall not, either directly or indirectly, either on his own behalf or on behalf of anyone other than the Companyanother business, engage in any managerial, executive, sales, or marketing activities related to assist others in the following activities: (a) Hiring for any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by competes with the Company. The Executive acknowledges that because of his position with the Company his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or ’s Business (as defined below) any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive person (i) be terminated with or without cause following who was employed by the first 90 days of this AgreementCompany at any time during Executive’s employment, or and (ii) resign from his employment who is employed by the Company at the time of, or otherwise terminate this Agreement at any time, he agrees that for a was so employed during the twelve (12) month period following months immediately prior to, the Executive’s hiring of such person; (b) Soliciting for any business which competes with the Company’s Business, any competitive business from any person or entity that was a Company customer during the twelve (12) months immediately prior to Executive’s termination of his employment, or from specific prospective customers solicited by the Company during the six (6) months immediately prior to Executive’s termination of employment, in each case where such customer or prospective customer was known to the Executive; (c) Entering into, engaging in, being employed by, consulting, or rendering services for, any business which competes with the Company’s Business or business known to Executive to be conducted by the Company or planned to be conducted by the Company at the time of Executive’s separation from employment with the Company, in each case in the capacity of Chief Executive Officer or other title performing functions substantially similar to those performed by Executive as Chief Executive Officer of the Company. This provision shall not hire or solicit any employee restrict Executive from owning a passive investment interest of the outstanding equity ownership or share in an organization represented by securities publicly traded on a recognized national securities exchange for exchange. For purposes of this Agreement, “Company’s Business” shall mean the operation of a publicly-owned real estate investment trust (REIT) in the hotel industry where the majority of the hotels owned by the REIT are located in the Market Area and are of the same general type as the majority of the hotels owned by the Company employed at the time of his terminationExecutive’s separation from employment. “Market Area” shall be defined as Savannah, Georgia; Atlanta, Georgia; Raleigh, North Carolina; Wilmington, North Carolina; Jacksonville, Florida; Tampa, Florida; Hollywood, Florida; Louisville, Kentucky; Philadelphia, Pennsylvania; Laurel, Maryland; Arlington, Virginia; Houston, Texas; and any other city or encourage any such employee to leave such employment. d. If metropolitan area within the Executive commits United States in which a material breach of, the Covenants, hotel owned by the Company shall have the rights and remedy (in addition to, and not in lieu of, any other rights and remedies available or with respect to which the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach an affiliate has an ownership interest is located as of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection date of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him Executive’s separation from earning a livelihood following the termination of his employment with the Company. f. If any court . For the avoidance of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceabledoubt, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, restrictions set forth in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term 8 of this Agreement shall continue to have effect and shall operate as a separate agreement between not apply in the event that the Company and the terminates Executive; provided’s employment without Cause, howeveror Executive resigns his employment for Good Reason, that the provisions of Section 6 (b) shall terminateboth as defined herein.

Non-Competition and Non-Solicitation Covenants. a. The Executive (a) In order to induce Purchaser to enter into this Agreement and to assure that Purchaser realize the benefits of the transactions contemplated hereby, and in consideration of the substantial Purchase Price being paid by the Purchaser for the Company, including its business and customer goodwill, and the consideration being paid to the Shareholders for their shares of the Common Stock, and in order to protect the Purchaser's legitimate business interests in the Company and the confidential information (including trade secrets) and the value and goodwill of Purchaser's and the Company's business, and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of Purchaser or the Company, each Shareholder agrees, for (i) so long as he is an employee of Purchaser, the Company or an Affiliate thereof (the "Employment Period"), and (ii) for a period thereafter until the later of five years from the Closing or one year from the end of the Employment Period (the "Non-Competition Term"), not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder (other than passive investments in public companies resulting in less than 2% ownership of each such company), partner, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any Person, without the prior written consent of Purchaser (which consent may be withheld in its reasonable discretion), engage in any manner in the Business, as defined below, in the United States of America or any other location where the Company has conducted or currently is conducting business as of the date of this Agreement or conducts business during the Employment Period or the Non-Competition Term. For purposes of this Section 7.6, "Business" means the development, distribution and support of software in the content management marketplace. Any such acts during the Employment Period and/or the Non-Competition Term shall be considered breaches and violations of this Agreement. (b) Each Shareholder also agrees that, during the Employment Period and for an additional period of two years from the end of the Employment Period (the "Non-Solicitation Term"), neither he nor any individual, partner(s), limited partnership, corporation or other entity or business with which he is in any way affiliated, including without limitation, any partner, limited partner, director, officer, shareholder or employee of any such entity or business, will request, induce or attempt to influence, directly or indirectly, any employee of Purchaser or the Company to terminate their employment with Purchaser or the Company, as applicable. Each Shareholder further agrees that, during the Non-Solicitation Term, he shall not, directly or indirectly, as an individual, employee, agent, consultant, owner, director, partner or in any other individual or representative capacity of any other Person, solicit or encourage any present or future customer or client of Purchaser or the Company to terminate, limit or otherwise adversely alter his, her or its relationship with Purchaser or the Company, as applicable, or seek to provide goods and services related to the Business to any present or future clients or customers of Purchaser or the Company. (c) Each Shareholder hereby acknowledges that i) he will be employed as a high-level employee in an executive the geographic boundaries, scope of prohibited activities and managerial capacity; ii) his employment with the Company gives him access time duration of the provisions of this Section 7.6 are reasonable and are no broader than are necessary to confidential protect the legitimate business interests of Purchaser and proprietary information concerning the Company; iii) , including protecting the value and goodwill of Purchaser in acquiring the stock of the Company, including its business, assets and customer goodwill. Each Shareholder further acknowledges that Purchaser would not have entered into this Agreement, pay the substantial Purchase Price for the capital stock of the Company, including the Company's business and customer goodwill, or pay to the Shareholders the consideration for his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and shares of Common Stock, but for his covenants or promises contained in this Section 6 7.6. (d) It is the "Covenants") desire and intent of the Parties that the provisions of this Section 7.6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, although Shareholders agree that the restrictions contained in this Section 7.6 are essential to protect reasonable for the purposes of preserving the business of Purchaser and the Company and its proprietary rights, if any particular provision of this Section 7.6 shall be adjudicated to protect be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the Company's investment portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in South West; the particular jurisdiction in which such adjudication is made. Notwithstanding the preceding sentence, it is expressly understood and v) agreed that, although each Shareholder agrees that the Executive restrictions contained in this Section 7.6 are reasonable, if a final determination is to receive consideration made by a court of competent jurisdiction or pursuant to an arbitration in accordance with this Agreement that the scope, time or territory or any other restriction contained in this Section 7.6 is unenforceable against him, the provisions of this Section 7.6 shall be deemed reformed to apply as to such maximum scope, time and the Merger Agreementterritory and to such maximum extent as such court or arbitration may finally determine to be enforceable. b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served by the Company. The Executive (e) Each Shareholder acknowledges that because damages at law would be an inadequate remedy for the breach or threatened breach by a Shareholder of his position with the Company his duties will require him to performany provision of this Section 7.6, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete agrees in the business event of such breach or threatened breach that Purchaser or the Company or any other business Affiliate thereof may obtain temporary and permanent injunctive relief (any requirements for posting of bond for injunction are hereby expressly waived) restraining such Shareholders from such breach, and, to the extent permissible under applicable statutes and rules of procedure, a temporary injunction may be granted immediately upon the commencement of any such suit. Nothing contained in which this Agreement shall be construed as prohibiting Purchaser or the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign any Affiliate thereof from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition to, and not in lieu of, any pursuing other rights and remedies available to the Company at law or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any equity for such breach or threatened breach of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the Company. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; provided, however, that the provisions of Section 6 (b) shall terminate7.6.

Non-Competition and Non-Solicitation Covenants. a. The Executive (a) In order to maximize and protect the value of the goodwill, proprietary information and relationships and other intangible assets of the business associated with the Class A Units being Exchanged by each of Pell and Younes in connection with the issuance of Class A Shares by the Corporation pursuant to an Exchange, each of Pell and Younes hereby covenants and agrees that he shall not, during the period commencing on the date hereof and ending on the second anniversary of the date upon which such Principal ceases to be employed by the Corporation or any of its Controlled Affiliates, without the prior written consent of the Corporation: (i) either alone or in concert or association with others, engage in any Prohibited Competition Activity; (ii) directly or indirectly (A) solicit or induce any Person for the purpose of causing any funds or accounts with respect to which the Corporation or any of its Controlled Affiliates provides Investment Management Services to be withdrawn from the Corporation or any such Controlled Affiliates or (B) solicit or induce any employee or agent of, or consultant to, the Corporation or any of its Controlled Affiliates to terminate its, his or her relationship with the Corporation or any such Controlled Affiliates; and/or (iii) hire any employee or agent of, or consultant to, the Corporation or any of its Controlled Affiliates (other than clerks, secretaries and executive assistants) or any Person who was such an employee, agent or consultant (other than clerks, secretaries and executive assistants) at any time during the one-year period preceding a termination of the Employment Term (as defined in Pell’s or Younes’s Employment Agreement, as applicable). (b) Each of Pell and Younes acknowledges that his covenants under this Article 4 are a condition precedent to the delivery of Class A Shares under Article 2 and such Class A Shares would not have been delivered in the absence of his covenants. In addition, in light of each of Pell’s and Younes’s education, skills, abilities and financial resources, he agrees that he will not assert, and it should not be considered, that any provision of this Article 4 prevents him from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (i) The limitations set forth in Section 4.01(a) shall immediately terminate with respect to each of Pell and Younes upon the cessation of his employment with the Corporation following a Change of Control if his employment with the Corporation is terminated without Cause or he will be employed as a high-level employee resigns with Good Reason. (ii) The limitations set forth in an executive Section 4.01(a) also shall immediately terminate with respect to each of Pell and managerial capacity; iiYounes if (A) his employment with the Company gives him access to confidential and proprietary information concerning Corporation ceases following a Potential Change of Control as the Company; iii) his prior employment with South West gave him access to confidential and proprietary information concerning South West; iv) the agreements and covenants contained in this Section 6 (the "Covenants") are essential to protect the business result of the Company and to protect the Company's investment in South West; and v) the Executive is to receive consideration pursuant to this Agreement and the Merger Agreement. b. During the period of the Executive's employment, the Executive agrees that he will not, on behalf of anyone other than the Company, engage in any managerial, executive, sales, or marketing activities related to any business in which the Company is or becomes engaged during the Executive's employment. The Executive acknowledges the competitive nature of the business and the extensive geographic markets served a termination by the Company. The Executive acknowledges that because Corporation without Cause or a resignation by him for Good Reason, and (B) such cessation of employment was not preceded by his position with the Company failure to reasonably cooperate (in his duties will require him to perform, supervise, or assist in performing work throughout the markets served by the Company. The Executive further acknowledges that because of his position with the Company and the broad scope of his duties, he will be in a position to cause substantial harm to the Company were he to compete in the business of the Company or any other business in which the Company is or becomes engaged during Executive's employment in the Company's markets. Given the broad scope of Executive's duties, he acknowledges that the geographic scope of the covenants in this paragraph shall be limited to the continental United States. c. Should the Executive (i) be terminated with or without cause following the first 90 days of this Agreement, or (ii) resign from his employment or otherwise terminate this Agreement at any time, he agrees that for a twelve (12) month period following the termination of his employment with the Company, the Executive shall not hire or solicit any capacity as an employee of the Company employed at the time of his termination, or encourage any such employee to leave such employment. d. If the Executive commits a material breach of, the Covenants, the Company shall have the rights and remedy (in addition toCorporation, and not in lieu ofhis capacity as a director or stockholder of the Corporation) with any strategic initiatives that, any other rights and remedies available at or prior to the Company at law time of such cessation of employment, had the affirmative support or in equity) to seek injunctive relief, including permanent injunctions; (ii) to have the Covenants specifically enforced by any court of competent jurisdiction (it being agreed that any breach or threatened breach consent of the Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (iii) to cease Board or any severance payments or benefits which the Executive or his eligible dependents may otherwise be due. e. The Executive agrees that the Covenants are necessary for the reasonable and proper protection authorized committee of the Company and that the Covenants are reasonable in respect of subject matter, length of time, and geographic scope. The Executive further acknowledges that the Covenants will not unreasonably restrict him from earning a livelihood following the termination of his employment with the CompanyBoard. f. If any court of competent jurisdiction determines that the Covenants, or any part thereof, are invalid or unenforceable, the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. In such event, the court shall have the power (and the parties hereto request the court) to reduce or modify the duration or scope, or any other unenforceable aspect of such provision, as the case may be, and, in its reduced or modified form, enforce such provision to the maximum extent permissible. g. The provisions of this Section 6 so far as they relate to the period after the end of the term of this Agreement shall continue to have effect and shall operate as a separate agreement between the Company and the Executive; provided, however, that the provisions of Section 6 (b) shall terminate.