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

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term As an essential ingredient of, and in consideration of the substantial severance benefits provided pursuant to this Agreement and for a period of 12 months after in addition to the Executive’s Termination Dateemployment, or continued employment, with the Employer, the Executive covenants and agrees that he shall not, without during the express written consent Restricted Period, directly or indirectly do any of the Chief Executive Officer of the Companyfollowing: (ai) Engage or invest in, own, manage, operate, finance, control, participate in the ownership, management, operation, or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer, or consultant to, lend the Executive’s name or otherwise assist any similar name to, lend the Executive’s credit to or directly render services or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar advice to, any of the services that the Executive provided Financial Institution with an office located, or to the Company or its affiliates and are or will be located at an address identified in a filing with any regulatory authority, within the Restricted Territory (as defined in Attachment A)Area; or (ii) provided, however, that the Confidential Information to which ownership by the Executive had access could reasonably be expected to benefit of shares of the Competitor if capital stock of any Financial Institution, which shares are listed on a securities exchange and that do not represent more than 1% of the Competitor were to obtain access to such Confidential Informationinstitution’s outstanding capital stock, shall not violate any terms of this Agreement. For purposes of this subparagraph (a)clarification and not limitation or expansion, it is the parties intent that the foregoing is not intended to limit Executive from performing services provided by others shall be deemed to have been provided by outside of the Executive if Restricted Area for a person or entity solely because the Executive had material supervisory responsibilities with respect to person or entity has a location within the provision Restricted Area, unless Executive’s services are directed towards activities on behalf of such services.person or entity within the Restricted Area; (bii) solicit (A) Hire, or induce or attempt to solicit induce any party who is thenemployee of the Employer or its Affiliates (limited to all officer-level employees, Executive’s direct reports, or during the 12-month period prior to the members of Executive’s Termination Date was, a customer department or supplier area of responsibility) to leave the employ of the Company for Employer or its Affiliates; (B) interfere with the relationship between the Employer or its Affiliates and any such employee of the Employer or its Affiliates; or (C) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Employer or its Affiliates with whom the Executive (had an ongoing business relationship while employed by the Employer or its Affiliates to cease doing business with the Executive’s subordinates) Employer or its Affiliates or interfere with the relationship between the Employer its Affiliates and their respective customers, suppliers, licensees, or other business relations with whom the Executive had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a an ongoing business that is not a Competitorrelationship. (ciii) solicitSolicit the business of any person or entity known to the Executive to be a customer of the Employer or its Affiliates, enticewhere the Executive, persuade or induce any individual who is person reporting to the Executive, had accessed Confidential Information of, had an ongoing business relationship with while employed by the Company Employer of its Affiliates, or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending had made Substantial Business Efforts with respect to, such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic entity, with respect to products, activities, or social media, for any such purpose services that compete in whole or authorize or knowingly cooperate in part with the taking of any such actions by any other individual products, activities, or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less services of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)Employer its Affiliates.

Non-Competition and Non-Solicitation. During the Term In consideration of the amounts payable to Seller pursuant to the Purchase Agreement and for a period the consummation of 12 months after the Executive’s Termination DateTransaction, the Executive covenants and Seller agrees that he Seller shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed byfor a period of three (3) years after the Closing Date (the “Restricted Period”) and anywhere in the world, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, through any of the services that the Executive provided to the Company entity other than Buyer or its affiliates and are Affiliates, as a principal, employee, partner, member, officer, director, agent or will be within otherwise, compete, assist in or provide financial resources to any activity which competes with the Restricted Territory (Business as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided it was conducted by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period Seller prior to the Executive’s Termination Date wasClosing; provided, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Companyhowever, provided that the restriction in this subparagraph (b) foregoing shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain prohibit Seller from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of owning 5% or less of the outstanding stock equity or debt securities of a publicly traded entity; (b) use or disclose to anyone, except authorized personnel of Buyer or its Affiliates, any Confidential Information in or related to the Purchased Assets to the extent such Confidential Information was incorporated in or related to the Purchased Assets as of the Closing; and if Seller is or may be obligated to disclose any such Confidential Information pursuant to Applicable Law or legal process, then Seller shall provide Buyer with prompt written notice before any such disclosure sufficient to enable Buyer either to seek a protective order or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance with the provisions of this Section or both; provided that, nothing herein shall prevent Seller from using or disclosing information that is generally available to the public; or (c) directly or indirectly, during the Restricted Period, solicit or recruit any Continuing Employee or encourage a Continuing Employee to leave the Buyer’s employment, or solicit, recruit or hire any person who at the time of proposed hire by Seller had been an officer or employee of Buyer or any of its Affiliates subsequent to the Closing and within the previous twelve (12) months, or induce or attempt to induce, or assist anyone else to induce or attempt to induce, any customer of the Business to reduce or discontinue its business with Buyer or any of its Affiliates or disclose to anyone else the name and/or requirements of any corporation listed on such customer or provide goods or services to any such customer in competition with the New York Stock Exchange goods or services of the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)Business.

Non-Competition and Non-Solicitation. (a) During Employee’s employment by the Term of the Agreement Company and for a period of 12 six (6) months after the ExecutiveEmployee’s Termination Datein Connection with a Change in Control, the Executive covenants and agrees that he shall Employee will not, without except with the express prior written consent of the Chief Executive Officer Board (which consent shall not be unreasonably withheld or delayed), own, manage, operate, join, control or finance, or participate in the ownership, management, operation, control or financing of, or be connected as an officer, (b) director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit Employee’s name to be used in connection with, any business or enterprise directly engaged in, or with affiliates directly engaged in, the business of researching, developing, licensing, selling, distributing, marketing or otherwise commercializing organic light emitting device (“OLED”) technology, chemicals or manufacturing equipment. The foregoing restrictions shall not be construed to prohibit the ownership by Employee of less than five percent (5%) of any class of securities of a corporation engaged in any of the Company:foregoing business activities that has a class of securities registered pursuant to the Securities Exchange Act, provided that such ownership represents a passive investment and that neither Employee nor any group of Persons including Employee, either directly or indirectly, manages or exercises control over any such corporation, guarantees any of its financial obligations, otherwise takes any part in the conduct of its business (other than in exercising their rights as shareholders), or seeks to do any of the foregoing. (ac) be employed byDuring his or her employment by the Company, serve as a consultant toand thereafter during the Separation Period, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: Employee will not knowingly (i) solicit, divert, take away, redirect or unreasonably interfere with the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, Company’s business relationships with any of its suppliers, customers, partners or joint venturers with whom Employee had any direct or indirect involvement during the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)term of this Agreement; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a)solicit, services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit induce, recruit or attempt to solicit influence any party person who is then, now or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier is hereafter an employee of the Company for to become an employee or be engaged as an independent contractor of any entity engaged in activities competitive with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf those of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less An amount equal to one-half of the outstanding stock severance benefits payable under this Agreement is specifically designated as additional consideration for the covenants described in this Section 12. The covenants described in this Section 12 shall continue to apply during the period specified herein after Employee’s Termination of Employment for any corporation listed on reason, without regard to whether Employee executes a Release or receives any severance benefits as a result of such termination. If Employee breaches any of the New York Stock Exchange or covenants described in this Section 12, the American Stock Exchange or included in applicable period during which the NASDAQ System, so long as covenant applies shall be tolled during the period of such ownership is passive in nature)breach.

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services also acknowledges that the Executive provided Company's business may be conducted worldwide (the "Territory"), and that the Territory, scope of prohibited competition, and time duration set forth in the non --competition restrictions set forth below are reasonable and necessary to maintain the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) value of the Confidential Information of, and to which protect the Executive had access could reasonably be expected to benefit goodwill and other legitimate business interests of, the Competitor if the Competitor were to obtain access to such Confidential InformationCompany, its affiliates and/or its clients or customers. For purposes The provisions of this subparagraph (a), services provided by others Section shall be deemed to have been provided by survive the Executive if termination of the Executive had material supervisory responsibilities with respect to Executive's employment hereunder for the provision of such servicestime periods specified below. (b) The Executive hereby agrees and covenants that he shall not without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner or passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Term and thereafter to the extent described below, within the Territory: i.) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company, as defined in the next sentence. For purposes hereof, the term "Business" shall mean any business using oncology therapy using drugs that inhibit soluble TNF or therapies that prime NK cells using a tumor cell line; ii.) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any party who is thenemployee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company; iii.) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive's employment by the 12-month period prior to Company (whether under this Agreement or otherwise), business of the Executive’s Termination Date was, a kind or competitive with the Business done by the Company with such customer or supplier to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business of the Company for such customer, or have any ·discussions regarding any such service with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or iv.) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, provided that for the restriction purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company. With respect to the activities described in subparagraphs (i), (ii), (iii) and (iv) above, the restrictions of this subparagraph (b) Section shall not apply to any activity on behalf continue during the Employment Term hereof and, upon termination of the Executive's employment for Good Reason, termination because of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social mediaChange of Control, for any such purpose or authorize or knowingly cooperate with the taking a period of any such actions by any other individual or entityone (1) year thereafter. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed byIn consideration of and to protect the Confidential Information being provided to the Executive as stated in Section 5.1 hereof, serve and for other good and valuable new consideration as a consultant tostated in this Agreement, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) including, without limitation, employment and/or continued employment with the employmentCompany, consultingand the business relationships, assistance or services Company goodwill, work experience, client, customer and/or vendor relationships and other fruits of employment that the Executive is will have the opportunity to provide to the Competitor are the same asobtain, or substantially similar touse and develop under this Agreement, any of the services that the Executive provided and without limiting Executive’s fiduciary duties to the Company or its affiliates his obligations under Sections 5.1 and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which 5.2 hereof, the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect agrees to the provision of such servicesrestrictive covenants stated in this Section 5.3. (b) solicit From the Effective Date until the end of the Restricted Period (as defined in Section 5.4(g) hereof), the Executive agrees that the Executive will not, directly or indirectly, on the Executive’s own behalf or on the behalf of any other Person other than the Company and its Affiliates, within the Restricted Territory: (i) engage in a Competing Business (as defined in Section 5.4(c) hereof), including, without limitation, by owning, managing, operating, controlling, being employed by, providing services as a consultant or independent contractor to or participating in the ownership, management, operation or control of any Competing Business where such activities would entail the use or disclosure of Company Work Product or Confidential Information or where such activities would result in any act of unfair competition or any unfair business practice; (ii) induce or attempt to solicit induce any party who is thencustomer, vendor, supplier, licensor or during other Person in a business relationship with any Company Party, for or with which the 12-month period prior to Executive or employees working under the Executive’s Termination Date wassupervision had any direct or indirect responsibility or contact during the Employment Period, (A) to do business with a customer Competing Business or supplier (B) to cease, restrict, terminate or otherwise reduce business with the Company for the benefit of a Competing Business, regardless of whether the Executive initiates contact where such activities would entail the use or disclosure of Company Work Product or Confidential Information or where such activities would result in any act of unfair competition or any unfair business practice; or (iii) solicit, recruit, persuade, or induce, or attempt to solicit, recruit, persuade, or induce anyone employed or otherwise retained by any of the Company for Parties (including any independent contractor or consultant), to cease or leave their employment or contractual or consulting relationship with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a CompetitorCompany Party. (c) solicitThe parties hereto acknowledge and agree that, enticenotwithstanding anything in Section 5.3(b)(i) hereof, persuade (i) the Executive may own or induce hold, solely as passive investments, securities of Persons engaged in any individual who is employed business that would otherwise be included in Section 5.3(b)(i), as long as with respect to each such investment the securities held by the Company or its affiliates Executive do not exceed 5% of the outstanding securities of such Person and such securities are publicly traded, and (ii) the Executive may serve on the board of directors (or was so employed within 90 days prior to other comparable position) or as an officer of any entity at the Executive’s action and not involuntarily terminated for any reason other than Causerequest of the Board; provided, however, that in the case of investments otherwise permitted under clause (i) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliatesabove, and the Executive shall not approach be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Executive in connection with such securities), or lend the Executive’s name to, any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityPerson. (d) directly The Executive acknowledges and agrees that, for purposes of Section 5.3(b)(i) and (ii), indirect acts by the Executive shall include, without limitation, an act by the Executive’s spouse, or indirectly own an equity interest in any Competitor (other than ownership of 5% or less member of the outstanding stock Executive’s immediate family, but only to the extent controlled or directed by the Executive. (e) The Executive acknowledges that (i) the restrictive covenants contained in this Section 5.3 hereof are ancillary to and part of any corporation listed an otherwise enforceable agreement, such being the agreements concerning Confidential Information and other consideration as stated in this Agreement, (ii) at the time that these restrictive covenants are made, the limitations as to time, geographic scope and activity to be restrained, as described herein, are reasonable and do not impose a greater restraint than necessary to protect the good will and other legitimate business interests of the Company, including without limitation, Confidential Information (including trade secrets), client, customer and/or vendor relationships, client and/or customer goodwill and business productivity, (iii) in the event of termination of the Executive’s employment, the Executive’s experiences and capabilities are such that the Executive can obtain gainful employment without violating this Agreement and without the Executive incurring undue hardship, (iv) based on the New York Stock Exchange or relevant benefits and other new consideration provided for in this Agreement, including, without limitation, the American Stock Exchange or included disclosure and use of Confidential Information, the restrictive covenants of this Section 5.3, as applicable according to their terms, shall remain in full force and effect even in the NASDAQ Systemevent of the Executive’s involuntary termination from employment, so long as such ownership is passive with or without Cause and (v) the Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon the Executive by this Agreement and consents to the terms of the restrictive covenants in nature)this Section 5.3, with the knowledge that this Agreement may be terminated at any time in accordance with the provisions hereof.

Non-Competition and Non-Solicitation. During the Term In consideration of the Agreement salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of 12 months after two (2) years following the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent termination of the Chief Executive Officer of the CompanyEmployment for whatever reason: (a) be employed byThe Executive will not solicit, serve canvass or approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s capacity as a consultant torepresentative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) The Executive will not solicit, canvass or approach, or otherwise assist endeavor to solicit, canvass or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, approach any of the services that the Executive provided to person who has business communication with the Company or its affiliates and are to terminate such communication, or who has negotiation with the Company or its affiliates on business cooperation to terminate such negotiation; (c) The Executive will be within not solicit, canvass or persuade or endeavor to solicit, canvass or persuade in any way, or intend to or actually disturb the Restricted Territory Company’s business in any way or endeavor to do the foresaid activities in order that (as defined in Attachment A)i) any current client or supplier of the Company or its affiliates becomes a client or supplier of an entity or individual competing with the Company or any of its affiliates; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer current client or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to terminates the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations cooperation with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.; and (d) The Executive will not seek, directly or indirectly own an equity interest in indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any Competitor (other than ownership of 5% or less employee of the outstanding stock Company employed as at or after the date of such termination, or in the year preceding such termination; The provisions contained in Section 9 are considered reasonable by the Executive and the Company. In the event that any corporation listed on the New York Stock Exchange such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the American Stock Exchange period or included in area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 9 shall survive the NASDAQ Systemtermination of this Agreement for any reason. In the event the Executive breaches this Section 9, so long the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law. The parties may enter into separate agreements to address non-competition and non-solicitation affairs. Should any conflicts exist between this section 9 and such ownership is passive in nature)agreements, such separate agreements shall prevail.

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after one year following the Executivedate of termination of Employee’s Termination Dateemployment with the Company and/or the termination of this Agreement, the Executive covenants for any reason and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: whether voluntary or involuntary: (a) the Employee shall not in the United States or in any country in which the Company shall then be employed bydoing business, serve as a consultant todirectly or indirectly, enter the employ of, or otherwise assist or directly or indirectly provide render any services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any person, firm or corporation engaged in any business that is competitive with the business of the services that the Executive provided to the Company or of any of its subsidiaries or affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to of which the Executive had access could reasonably be expected to benefit Employee may become an employee or officer during the Competitor if the Competitor were to obtain access to Term; Employee shall not engage in such Confidential Information. For purposes of business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this subparagraph (a), services provided by others Section 10 shall be deemed to have been provided by prohibit the Executive if the Executive had material supervisory responsibilities with respect to the provision Employee from acquiring, solely as an investment, shares of such services. capital stock of any public corporation; (b) neither the Employee nor any Affiliate of the Employee shall solicit or attempt utilize, or assist any person in any way to solicit or utilize, the services, directly or indirectly, of any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company’s directors, provided that key advisors, officers or employees (collectively, “Associates of the restriction in this subparagraph (b) Company”). This non-solicitation and non-utilization provision shall not apply to any activity on behalf Associates of a business that the Company who have previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends or this Agreement is not a Competitorterminated. 10.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 10, the Company shall have the following rights and remedies: 10.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and 10.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 10. 10.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (ccollectively “Benefits”) solicit, entice, persuade derived or induce any individual who is employed received by the Company or its affiliates (or was so employed within 90 days prior to Employee as the Executive’s action and not involuntarily terminated for result of any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with transactions constituting a breach of any other individual or entity other than of the Company or its affiliatesprovisions of the preceding paragraph, and the Executive Employee hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. 10.2 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not approach affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions. 10.3 If any of the covenants contained in Section 8, 9 or 10, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 10.4 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold any such employeecovenant wholly unenforceable by reason of the breadth of such scope or otherwise, either it is the intention of the parties hereto that such determination not bar or in person or through electronic or social mediaany way affect the Company’s right to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants. 10.5 The covenants in Sections 8, 9, and 10 are conditions of Employee’s continued employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 8, 9, and 10 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included change. By continuing in the NASDAQ SystemCompany’s employ, so long as such ownership is passive in nature)Employee continually re-affirms the intention to be bound by these ongoing covenants.

Non-Competition and Non-Solicitation. During the Term of Executive's employment with the Agreement Company and for a period of 12 months after thereafter equal to the Executive’s Termination DateSeverance Period, the Executive covenants and agrees that he shall not, without for himself or herself or on behalf of or in conjunction with any other person, persons, company, firm, partnership, corporation, business, group or other entity (each, a "Person"), work in the express written consent principal line of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant tobusiness engaged in, or otherwise assist or directly or indirectly provide services planned to a Competitor (defined below) if: (i) be engaged in, by the employment, consulting, assistance or services that Company and its affiliates at the Executive is to provide to the Competitor are the same as, or substantially similar to, Date of Termination within any of the services that the Executive provided to state where the Company or its affiliates are doing business or have plans for commencing business as of the Date of Termination. The Executive's passive ownership of less than five percent (5%) of the securities of a public company shall not be treated as an action in competition with the Company and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph its affiliates. (a), services provided by others shall be deemed to have been provided by ) Executive hereby acknowledges and agrees that his employment with the Executive if the Executive had material supervisory responsibilities Company places him in a position of trust and confidence with respect to the provision business operations, customers, prospects and personnel of such servicesthe Company and its affiliates. He agrees that, due to his position and knowledge, his engaging in any business that competes in the principal line of business as the Company will cause the Company and its affiliates significant and irreparable harm. (b) solicit or attempt In consideration of the compensation and benefits extended to solicit any party who is thenhim under this Agreement, or Executive agrees that, during the 12-month term of Executive's employment by the Company and for a period prior thereafter equal to the Executive’s Termination Date wasSeverance Period, a customer the Executive shall not, for any reason whatsoever, directly or supplier indirectly, for himself or herself or on behalf of the Company for or in conjunction with any other Person with whom the Executive (works or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor.affiliated: (ci) solicit, entice, persuade or induce solicit and/or hire any individual Person who is employed by on the Date of Termination, or has been within six (6) months prior to the Date of Termination, an employee of the Company or its affiliates affiliates; (ii) solicit, induce or was so employed attempt to induce or hire any Person who is, at the Date of Termination, or has been within 90 days six (6) months prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate Date of Termination, an actual customer, client, business partner, or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than a prospective customer, client, business partner of the Company or its affiliates, for the purpose or with the intent of (A) inducing or attempting to induce such Person to cease doing business with the Company or its affiliates, (B) enticing or attempting to entice such Person to do business with Executive or any affiliate of Executive, or (C) in any way interfering with the relationship between such Person and the Executive shall not approach Company or its affiliates; or (iii) solicit, induce or attempt to induce any such employeePerson who is or that is, either in person at the time of the Date of Termination, or through electronic has been within six (6) months prior to the Date of Termination, a supplier, licensee or social mediaconsultant of, or provider of goods or services to the Company or its affiliates, for any such the purpose or authorize or knowingly cooperate with the taking intent of (A) inducing or attempting to induce such Person to cease doing business with the Company or its affiliates or (B) in any way interfering with the relationship between such actions by any other individual Person and the Company or entityits affiliates. (c) In the event the Severance Period is less than 12 months, or in the event there is no Severance Period, the Company shall have the right, but not the obligation, to extend the period of time during which the restrictive covenants set forth in clauses (a) and (b) above shall remain in effect for up to 24 additional months following the Severance Period or the Date of Termination, as the case may be, subject to paying consideration to the Executive for such extended period in cash in an amount equal to the Executive's Base Salary in effect on the Date of Termination, payable monthly in arrears. The Company shall provide written notice to the Executive at least 60 days prior to the second anniversary of the Date of Termination of the Company's election to extend the restrictive covenants as provided herein. (d) directly Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company and its affiliates for which it would have no other adequate remedy, Executive agrees that the foregoing covenants in this Section 9, in addition to and not in limitation of any other rights, remedies or indirectly own damages available to the Company at law, in equity or under this Agreement, shall be enforced by the Company in the event of the breach or threatened breach by Executive, by injunctions and/or restraining orders. (e) It is agreed by the parties that the covenants contained in this Section 9 impose a fair and reasonable restraint on Executive in light of the activities and business of the Company and its affiliates on the date of the execution of this Agreement and the current plans of the Company and its affiliates; but it is also the intent of the Company and Executive that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company and its affiliates throughout the term of these covenants. Executive also acknowledges that this restraint will not prevent him from earning a living in his chosen field of work. (f) The covenants in this Section 9 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 herein are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court deems reasonable, and the Agreement shall thereby be reformed to reflect the same. (g) All of the covenants in this Section 9 shall be construed as an equity interest agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company whether predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the duration of the period during which the agreements and covenants of Executive made in this Section 9 shall be effective shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this Section 9. (h) Notwithstanding any of the foregoing, if any applicable law, judicial ruling or order shall reduce the time period during which Executive shall be prohibited from engaging in any Competitor (other than ownership competitive activity described in Section 9 hereof, the period of 5% or less of time for which Executive shall be prohibited pursuant to Section 9 hereof shall be the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)maximum time permitted by law.

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-12- month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term In further consideration of the Agreement and for a period compensation to be paid to Employee hereunder, Employee acknowledges that during the course of 12 months after Employee’s employment with the Executive’s Termination DateCompany, the Executive covenants Company will provide Employee Confidential Information, which Employee promises to not disclose. Further, Employee will become and/or remain familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that Employee’s services shall be of special, unique and extraordinary value to the Company, and therefore, the Employee agrees that he shall notsome restrictions on Employee’s activities during and after Employee’s employment are necessary to protect the goodwill, without the express written consent of the Chief Executive Officer Confidential Information and other legitimate interests of the Company: (a) During the period of Employee’s employment by the Company and, if Employee’s employment with the Company terminates for any reason, for a period of one (1) year thereafter (“Covenant Period”), except with the written consent of the Board, Employee shall not directly or indirectly, own, control, finance or participate in the ownership, control or financing of, or be employed by or provide services to, any Competitor. For the purposes of this Agreement, a “Competitor” is defined as a person, business or enterprise (including divisions of persons, businesses and enterprises) that directly or indirectly engages in services of the type conducted, authorized, offered or provided by the Company (the “Restricted Business”) in the Territory. Without limiting the foregoing, for purposes of this Agreement, each entity listed on Attachment B, as shall be modified from time to time by the Company upon written notice to Employee, shall constitute a “Competitor.” For purposes of this Agreement, “Territory” is defined as the territory or territories within which Employee actually worked, or in respect of which Employee was involved in providing services, during the twelve (12) month period prior to Employee’s Termination Date. Notwithstanding the foregoing, nothing herein shall prevent Employee from providing services to, or being employed by, serve or owning, controlling, financing or participating in the ownership, control or financing of, any diversified entity or other person (other than the entities listed on Attachment B) that is engaged in the Restricted Business, so long as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any Restricted Business does not constitute greater than 25% of the services that the Executive provided to the Company aggregate revenue of such diversified entity or its affiliates other person and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to Employee is not employed within and does not have been provided by the Executive if the Executive had material supervisory responsibilities involvement with business development or business strategy with respect to the provision of such services. (b) solicit or attempt to solicit any party who is thenRestricted Business. In further consideration for the Company’s promises herein, or Employee agrees that during the 12Covenant Period, Employee will not directly or indirectly (i) solicit, entice, induce, cause, encourage or recruit any part-month period prior to the Executive’s Termination Date wastime or full-time employee, a customer representative, consultant, customer, subscriber or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its subsidiaries or affiliates (to work for, provide services to or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations do business with any other individual or entity a third party other than the Company or its affiliates, and the Executive shall not approach subsidiaries or affiliates or engage in any such activity that would cause any employee, either in person representative, consultant, customer, subscriber or through electronic or social media, for supplier to violate any such purpose or authorize or knowingly cooperate agreement with the taking of Company or its subsidiaries or affiliates or otherwise terminate or change its relationship with the Company or its subsidiaries or affiliates or (ii) hire any such actions by any other individual current or entity. (d) directly former part-time or indirectly own an equity interest in any Competitor (other than ownership of 5% full-time employee, representative or less consultant of the outstanding stock of Company or its Affiliates who was employed or engaged by the Company or its subsidiaries or affiliates at any corporation listed on time during the New York Stock Exchange twelve (12) month period prior to Employee’s Termination Date or who thereafter becomes employed or engaged by the American Stock Exchange Company or included in the NASDAQ System, so long as such ownership is passive in nature)its subsidiaries or affiliates.

Non-Competition and Non-Solicitation. During the Term (a) In consideration of the Agreement base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the Employment and for a period of 12 months after one year following the termination of the Employment for whatever reason: (i) The Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s Termination Datecapacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (ii) unless expressly consented to by the Company, the Executive covenants and agrees that he shall notwill not seek directly or indirectly, without by the express written consent offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Chief Executive Officer Company employed as at or after the date of the Company: (a) be employed by, serve as a consultant tosuch termination, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) in the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to year preceding such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicestermination. (b) solicit or attempt In consideration of the base salary provided to solicit any party who the Executive by the Company hereunder, the adequacy of which is thenhereby acknowledged by the parties hereto, or the Executive agrees that during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier term of the Employment and for a period of one year thereafter (except in the event of a Termination by the Company for without cause pursuant to Section 7(b) or with whom in the event of a Termination by the Executive (or for Good Reason pursuant to Section 7(c)), following the Executive’s subordinates) had Confidential Information or contact on behalf termination of the Employment for whatever reason, unless expressly consented to by the Company, provided that the restriction Executive will not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that in the event of a Termination by the Company without cause pursuant to Section 7(b) or its affiliates (in the event of a Termination by the Executive for Good Reason pursuant to Section 7(c), then during the term of the Employment and for the period of the duration of the severance pay described in Section 7(e)(1) or was so employed within 90 days prior Section 7(e)(2), as appropriate, unless expressly consented to by the Executive’s action and Company, the Executive will not involuntarily terminated assume employment with or provide services for any reason other than Cause) Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. The provisions contained in this Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to terminate be void under applicable laws but would be valid if some part thereof was deleted or refrain from renewing the period or extending area of application reduced, such employment or provisions shall apply with such modification as may be necessary to become employed by or enter into contractual relations with make them valid and effective. This Section 9 shall survive the termination of this Agreement for any other individual or entity other than reason. In the Company or its affiliatesevent the Executive breaches this Section 9, the Executive acknowledges that there will be no adequate remedy at law, and the Executive Company shall not approach be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any such employeeevent, either the Company shall have right to seek any and all remedies permissible at law or in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityequity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During (a) Executive agrees that, during the Term term of Executive’s employment with the Corporation or its subsidiaries (including any period Executive is hired as a consultant, or any consecutive period in which Executive is employed by any other division, successor, assign, or related or affiliated entity of the Agreement Corporation or its subsidiaries), and for a period of 12 twelve (12) consecutive months after immediately following the date Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companyemployment terminates: (ai) be employed byExecutive will not compete with the Corporation or its subsidiaries in any capacity, serve as a consultant including but not limited to, as an employee, officer, agent, board member, independent contractor, owner, or otherwise assist consultant for any person or entity that engages in the same business as the Corporation within a fifty (50) mile radius of 0000 00xx Xxxxxx XX, Xxxxx Xxxxxx, Michigan 49315; (ii) Executive will not directly or indirectly provide services to a Competitor (defined below) if: (i) the employmentcontact any client, consulting, assistance or services that the Executive is to provide to the Competitor are the same asaccount, or substantially similar tocustomer (which, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For for purposes of this subparagraph (a)Agreement, includes any client, account or customer of the Corporation or its subsidiaries during the twelve month period prior to the date of Executive’s separation from employment) for the purpose of soliciting business which would be considered competitive to the products and services provided by others shall be deemed the Corporation or its subsidiaries, or for the purpose of inducing the person or entity to have been provided by reduce, terminate or otherwise adversely alter its business relationship with the Corporation or its subsidiaries; and (iii) Executive if will not either directly or indirectly induce any employee to leave the Executive had material supervisory responsibilities with respect to employ of the provision Corporation or its subsidiaries, or solicit the services of such servicesthe Corporation’s employees, including employees of the Corporation’s subsidiaries. (b) solicit or attempt The Corporation and the Executive agree that the covenants made by Executive in this Section 12 have substantial value to solicit the Corporation. A portion of any party who Severance Benefits paid pursuant to this Agreement is thenin consideration of the covenants made by Executive in this Section 12. The Corporation and the Executive agree that out of any Severance Benefits paid, or an amount equal to Executive’s highest annual base salary in effect during the twelve (12-) month period prior to the termination of Executive’s Termination Date was, a customer or supplier employment shall be in consideration of and shall be allocated to the Company for or with whom the covenants of Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a CompetitorSection 12. (c) solicitFor purposes of this Section 12, enticethe Corporation and its subsidiaries shall include any successor to either the Corporation or any of its subsidiaries, persuade whether by purchase, merger, consolidation or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityotherwise. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. 8.1 During the Term Restricted Period (as defined below), the Executive shall not, in the geographical area in which the Company does business or has done business at the time of his employment termination, engage in any business or enterprise that would be competitive with any business of the Agreement Segment (or, after the Separation, PubCo) in existence as of the Date of Termination (a “Competitive Business”). This obligation shall preclude any involvement in a Competitive Business, whether on a direct or indirect basis, and for whether as an owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the passive holder of not more than 1% of the outstanding stock of a period publicly-held company. Notwithstanding the foregoing and notwithstanding any other non-competition restrictions the Executive is asked to execute in the future, if the Executive is considering employment or other involvement with another business or enterprise that would be potentially deemed a Competitive Business during the Restrictive Period (as defined below), the Company will consider in good faith any request the Executive makes of 12 months after the Company to be released from the Executive’s Termination DateNon-Compete Restrictions in connection with potentially accepting such alternative employment. The Company will not unreasonably deny such a request. The Executive acknowledges that, in addition to the non-compete restrictions set forth in this Section 8.1, he may become subject to similar non-competition restrictions in the future, including in connection with future equity grants (collectively these non-competition provisions are referred to as the “Non-Compete Restrictions”). Those Non-Compete Restrictions shall be no more restrictive upon the Executive (whether in time, geography, or scope) than, and shall be amended to mirror, the Non-Compete Restrictions set forth herein. 8.2 During the Restricted Period, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: directly or indirectly, either alone or in association with others, (a) be employed bysolicit, serve as a consultant torecruit, induce, attempt to induce or otherwise assist or permit any organization directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that controlled by the Executive is to provide solicit, recruit, induce or attempt to induce any employee of the Competitor are Segment (or, after the same asSeparation, PubCo) to leave the employ of the Segment (or, after the Separation, PubCo), or substantially similar to(b) solicit, recruit, induce, attempt to induce for employment or hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit, recruit, induce, attempt to induce for employment or hire or engage as an independent contractor, any person who is employed by the Segment (or, after the Separation, PubCo) or who was employed by the Segment (or, after the Separation, PubCo) at any time during the term of the services that the Executive provided to Executive’s employment with the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the CompanyPubCo, provided that the restriction in this subparagraph clause (b) shall not apply to any activity on behalf individual whose employment with the Company (or, after the Separation, PubCo) has been terminated for a period of a business that is not a Competitorsix (6) months or longer. (c) 8.3 During the Restricted Period, the Executive shall not, directly or indirectly, either alone or in association with others, solicit, enticedivert or take away, persuade or induce attempt to solicit, divert or take away, or permit any individual who is employed organization directly or indirectly controlled by the Company Executive to solicit, divert or its affiliates take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts of the Segment (or, after the Separation, PubCo), which were contacted, solicited or was so employed within 90 days prior to served by the Segment (or, after the Separation, PubCo) at any time during the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates(or, and after the Executive shall not approach any such employeeSeparation, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in naturePubCo).

Non-Competition and Non-Solicitation. During (a) From the Term Closing Date until three (3) years thereafter (the “Restriction Period”), each of the Agreement Seller and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he Owner shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant and shall not permit their respective Affiliates to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: indirectly, (i) engage in, or assist others in engaging in, the employmentRestricted Business; (ii) have an interest in any Person that engages, consultingdirectly or indirectly, assistance in the Restricted Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, lender, or services consultant, except that the Executive is to provide to the Competitor “beneficial ownership” by any such Person, either individually or as a member of a “group,” as such terms are the same as, or substantially similar to, any used in Regulation 13D of the services that General Rules and Regulations under the Executive provided to Securities Exchange Act of 1934, as amended, of not more than one percent (1%) of the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)voting stock of any publicly-held corporation shall not constitute a violation of this Agreement; or (iiiii) cause, induce, or encourage any customer or supplier of the Confidential Information Buyer to which terminate or adversely modify its relationship with the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesBuyer. (b) solicit During the Restriction Period, each of the Seller and the Owner shall not, and shall not permit any of their respective Affiliates to, directly or attempt to indirectly, hire or solicit any party Person who is then, or during employed by the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (Buyer or the Executive’s subordinates) had Confidential Information or contact on behalf of the CompanyBusiness, provided that the restriction in this subparagraph (b) shall except pursuant to a general solicitation which is not apply directed specifically to any activity on behalf of a business that is not a Competitorsuch employees. (c) solicitEach of the Seller and the Owner shall, enticeand shall cause their respective Affiliates to, persuade from and after the Closing Date, keep the Confidential Information strictly confidential and shall not, and shall cause their respective Affiliates’ respective employees, officers, directors, managers, and agents not to, disclose (except as expressly permitted by this Agreement) any portion of the Confidential Information to any Person; provided, that, in the event that any Person subject to confidentiality under this Agreement is compelled by applicable Law (including by request for information or induce documents in any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than CauseAction) to terminate disclose any Confidential Information, the Person compelled to make disclosure shall promptly notify (unless prohibited by Law) the Buyer in writing of such requirement, so that the Buyer may seek an appropriate protective order or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate waive compliance with the taking provisions of this Agreement applicable to such portion of the Confidential Information. If, in the absence of a protective order or the receipt of a waiver hereunder, such Person is legally required to disclose any Confidential Information, such actions by any Person may disclose only that portion of such Confidential Information that such Person is required to disclose; provided, however, that such Person shall use its reasonable best efforts to obtain a protective order or other individual or entityassurance that confidential treatment will be accorded to such Confidential Information. (d) Each of the Seller and the Owner shall not, and shall cause their respective Affiliates not to, directly or indirectly own an equity interest indirectly, disparage the Business, the Buyer, or any of its Affiliates in any Competitor (other than ownership of 5% way that adversely and substantially impacts the goodwill, reputation, or less business relationships of the outstanding stock Business, the Buyer, or any of its Affiliates with the public generally, or with any of their customers, suppliers, independent contractors, or employees. (e) Each of the Seller and the Owner acknowledges that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to the Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that, in the event of a breach or a threatened breach by the Seller or the Owner of any corporation listed on of the New York Stock Exchange Seller’s or the American Stock Exchange or included Owner’s obligations under this Section 5.06, the Buyer shall, in the NASDAQ Systemaddition to any and all other rights and remedies that may be available to it in respect of such breach, so long as such ownership is passive in naturebe entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (f) Each of the Seller and the Owner acknowledges that the restrictions contained in this Section 5.06 (i) are directly related to the amount that the Buyer is willing to pay for the Purchased Assets, (ii) are reasonable and necessary to protect the legitimate interests of the Buyer, and (iii) constitute a material inducement to the Buyer to enter into this Agreement and consummate transactions contemplated hereby. (g) Each of the Seller and the Owner, as applicable, shall without undue delay fulfill all requirements, including payment of Tax amounts due pursuant to any voluntary disclosure agreement or otherwise, to finally resolve with the applicable taxing authorities all New Jersey corporation business Tax and California personal income Tax amounts that have not been timely paid, including with respect to any withholding obligations related to such Tax amounts. Each of the Seller and the Owner shall timely fulfill all Tax obligations imposed on Seller and on Owner, as the case may be, by California and New Jersey Laws with respect to the transactions contemplated by this Agreement.

Non-Competition and Non-Solicitation. During (a) The Executive agrees and acknowledges that, in connection with the Term Executive's employment with the Employer, the Executive will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Employer. Executive further acknowledges and agrees that, given the nature of this information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a competitor of the Agreement Employer in any position comparable to the position the Executive holds with the Employer under this Agreement. Accordingly, in consideration of the Executive's employment with the Employer pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Executive agrees that, while the Executive is in the employ of the Employer and for a period equal to the greater of 12 the period during which the Executive receives any severance pursuant to this Agreement, if any, and Twelve (12) months after the termination of the Executive’s Termination Date's employment, the Executive covenants and agrees that he shall not, without either on the express written consent Executive's own behalf or on behalf of any third party, except on behalf of the Chief Executive Officer Employer or, with the prior written agreement of the CompanyEmployer (not to be unreasonably withheld) or any affiliate of the Employer, directly or indirectly: (a1) Other than through the Executive's ownership of stock of the Employer, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control, or financing of, or be employed by, serve connected as a proprietor, partner, stockholder, officer, director, principal, agent, representative, joint venturer, investor, lender, consultant toor otherwise with, or use or permit the Executive's name to be used in connection with, any business or enterprise engaged directly or indirectly in competition with the Business Conducted by the Employer (as hereinafter defined) at any time during such period, and any other business ("Other Business") engaged in by the Employer that Executive is or has been directly involved with during the Twelve (12) month period immediately preceding termination of the Executive's employment. As used in this Agreement, the term "Business Conducted by the Employer" shall mean the discovery, clinical or pre-clinical development, sale and/or manufacture of drugs or drug candidates that are known to be pharmacologically active at the delta and/or mu cell receptor(s), and the acquisition, licensing, development, manufacturing, marketing and distribution of drugs and treatments for such other conditions as the Employer is engaged in addressing during the Twelve (12) month period immediately preceding termination of the Executive's employment. The foregoing, however, shall not prevent Executive from performing services for a business engaged in the biotechnology or biopharmaceutical businesses generally which is not competitive with the Employer, or for a competitive business if such competitive business is also engaged in lines of business which do not compete with the Employer and if Executive's services are restricted to employment in such other lines of business. It is recognized by the Executive and the Employer that the Business Conducted by the Employer is and is expected to continue to be conducted throughout the United States and the world, and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation provisions set forth in clauses (2) and (3) below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by Executive as a passive investment of not more than one percent (1%) percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended. (2) Attempt in any manner to solicit from a current client or customer of the Employer at the time of the Executive's termination, business of the type performed by the Employer or to persuade any client of the Employer to cease to do business or change the nature of the business or to reduce the amount of business which any such client has customarily done or actively contemplates doing with the Employer; or (3) Recruit, solicit or induce, or attempt to induce, any person or entity which, at the time of the termination of the Executive's employment or at any time during the Twelve (12) month period prior to such termination was an employee of the Employer or its affiliates, to terminate such employee's employment with, or otherwise assist cease such employee's relationship with the Employer or its affiliates. As used in this Agreement, an affiliate of the Employer is any person or entity that, directly or indirectly provide services to a Competitor (defined below) if: (i) the employmentindirectly, consultingthrough one or more intermediaries, assistance or services that the Executive is to provide to the Competitor are the same ascontrols, or substantially similar tois controlled by, any of or is under common control with, the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesEmployer. (b) solicit or attempt The parties agree that the relevant public policy aspects of covenants not to solicit any party who is thencompete have been discussed, or and that every effort has been made to limit the restrictions placed upon the Executive to those that are reasonable and necessary to protect the Employer's legitimate interests. Executive acknowledges that, based upon the Executive's education, experience, and training, this non-compete provision will not prevent the Executive from earning a livelihood and supporting himself and the Executive's family during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitorrelevant time period. (c) solicit, entice, persuade or induce If any individual who restriction set forth in Section 4.3 is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions found by any other individual court of competent jurisdiction to be unenforceable because it extends for too long a period of time or entityover too great a range of activities or geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic areas as to which it may be enforceable. (d) directly or indirectly own an equity interest The restrictions contained in any Competitor (other than ownership of 5% or less 4.3 are necessary for the protection of the outstanding stock business and goodwill of the Employer and/or its affiliates and are considered by the Executive to be reasonable for such purposes. The Executive agrees that any material breach of Section 4.3 will cause the Employer and/or its affiliates substantial and irrevocable damage and therefore, in the event of any corporation listed on such breach, in addition to such other remedies which may be available, the New York Stock Exchange Employer shall have the right to seek specific performance and injunctive relief. (e) The provisions of Section 4.3 shall survive termination or the American Stock Exchange or included in the NASDAQ Systemexpiration of this Agreement. (f) EXECUTIVE HAS READ AND CAREFULLY CONSIDERED THE TERMS OF THIS AGREEMENT, so long as such ownership is passive in nature).HAS HAD THE OPPORTUNITY TO CONTACT EXECUTIVE'S OWN LEGAL COUNSEL TO ADVISE EXECUTIVE REGARDING THE TERMS OF THIS AGREEMENT, AND EXECUTIVE NOW AGREES THAT THE TERMS OF THIS AGREEMENT ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTEREST OF THE EMPLOYER. EXECUTIVE FURTHER AGREES THAT THE RESTRICTIONS AND COVENANTS OF THIS AGREEMENT WILL NOT IMPAIR THE ABILITY OF EXECUTIVE TO SECURE EMPLOYMENT SO AS TO BE ABLE TO MAKE A

Non-Competition and Non-Solicitation. During (a) The Executive agrees and acknowledges that, in connection with the Term Executive's employment with the Employer, the Executive will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Employer. Executive further acknowledges and agrees that, given the nature of this information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a competitor of the Agreement Employer in any position comparable to the position the Executive holds with the Employer under this Agreement. Accordingly, in consideration of the Executive's employment with the Employer pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Executive agrees that, while the Executive is in the employ of the Employer and for a period equal to the greater of 12 the period during which the Executive receives any severance pursuant to this Agreement, if any, and Twelve (12) months after the termination of the Executive’s Termination Date's employment, the Executive covenants and agrees that he shall not, without either on the express written consent Executive's own behalf or on behalf of any third party, except on behalf of the Chief Executive Officer Employer or, with the prior written agreement of the CompanyEmployer (not to be unreasonably withheld) or any affiliate of the Employer, directly or indirectly: (a1) Other than through the Executive's ownership of stock of the Employer, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control, or financing of, or be employed by, serve connected as a proprietor, partner, stockholder, officer, director, principal, agent, representative, joint venturer, investor, lender, consultant toor otherwise with, or use or permit the Executive's name to be used in connection with, any business or enterprise engaged directly or indirectly in competition with the Business Conducted by the Employer (as hereinafter defined) at any time during such period, and any other business ("Other Business") engaged in by the Employer that Executive is or has been directly involved with during the Twelve (12) month period immediately preceding termination of the Executive's employment. As used in this Agreement, the term "Business Conducted by the Employer" shall mean the discovery, clinical or pre-clinical development, sale and/or manufacture of drugs or drug candidates that are known to be pharmacologically active at the delta and/or mu cell receptor(s), and the acquisition, licensing, development, manufacturing, marketing and distribution of drugs and treatments for such other conditions as the Employer is engaged in addressing during the Twelve (12) month period immediately preceding termination of the Executive's employment. The foregoing, however, shall not prevent Executive from performing services for a business engaged in the biotechnology or biopharmaceutical businesses generally which is not competitive with the Employer, or for a competitive business if such competitive business is also engaged in lines of business which do not compete with the Employer and if Executive's services are restricted to employment in such other lines of business. It is recognized by the Executive and the Employer that the Business Conducted by the Employer is and is expected to continue to be conducted throughout the United States and the world, and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation provisions set forth in clauses (2) and (3) below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by Executive as a passive investment of not more than one percent (1%) percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended. (2) Attempt in any manner to solicit from a current client or customer of the Employer at the time of the Executive's termination, business of the type performed by the Employer or to persuade any client of the Employer to cease to do business or change the nature of the business or to reduce the amount of business which any such client has customarily done or actively contemplates doing with the Employer; or (3) Recruit, solicit or induce, or attempt to induce, any person or entity which, at the time of the termination of the Executive's employment or at any time during the Twelve (12) month period prior to such termination was an employee of the Employer or its affiliates, to terminate such employee's employment with, or otherwise assist cease such employee's relationship with the Employer or its affiliates. As used in this Agreement, an affiliate of the Employer is any person or entity that, directly or indirectly provide services to a Competitor (defined below) if: (i) the employmentindirectly, consultingthrough one or more intermediaries, assistance or services that the Executive is to provide to the Competitor are the same ascontrols, or substantially similar tois controlled by, any of or is under common control with, the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesEmployer. (b) solicit or attempt The parties agree that the relevant public policy aspects of covenants not to solicit any party who is thencompete have been discussed, or and that every effort has been made to limit the restrictions placed upon the Executive to those that are reasonable and necessary to protect the Employer's legitimate interests. Executive acknowledges that, based upon the Executive's education, experience, and training, this non-compete provision will not prevent the Executive from earning a livelihood and supporting himself and the Executive's family during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitorrelevant time period. (c) solicit, entice, persuade or induce If any individual who restriction set forth in Section 4.3 is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions found by any other individual court of competent jurisdiction to be unenforceable because it extends for too long a period of time or entityover too great a range of activities or geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic areas as to which it may be enforceable. (d) directly or indirectly own an equity interest The restrictions contained in any Competitor (other than ownership of 5% or less 4.3 are necessary for the protection of the outstanding stock business and goodwill of the Employer and/or its affiliates and are considered by the Executive to be reasonable for such purposes. The Executive agrees that any material breach of Section 4.3 will cause the Employer and/or its affiliates substantial and irrevocable damage and therefore, in the event of any corporation listed such breach, in addition to such other remedies which may be available, the Employer shall have the right to seek specific performance and injunctive relief. (e) The provisions of Section 4.3 shall survive termination or expiration of this Agreement. (f) EXECUTIVE HAS READ AND CAREFULLY CONSIDERED THE TERMS OF THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO CONTACT EXECUTIVE'S OWN LEGAL COUNSEL TO ADVISE EXECUTIVE REGARDING THE TERMS OF THIS AGREEMENT, AND EXECUTIVE NOW AGREES THAT THE TERMS OF THIS AGREEMENT ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTEREST OF THE EMPLOYER. EXECUTIVE FURTHER AGREES THAT THE RESTRICTIONS AND COVENANTS OF THIS AGREEMENT WILL NOT IMPAIR THE ABILITY OF EXECUTIVE TO SECURE EMPLOYMENT SO AS TO BE ABLE TO MAKE A REASONABLE LIVING. The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of Executive against the Employer whether predicated on this Agreement or otherwise. Failure of the New York Stock Exchange Employer to enforce at any time or for any period of time any of the American Stock Exchange conditions or included covenants of this Agreement shall not be construed as a waiver of such provisions or of the right of the Employer to enforce subsequent breaches of the same or other conditions and covenants, unless such permanent waiver is provided to Executive in writing and signed by the NASDAQ SystemPresident of the Employer or, if Executive is the President of the Employer, such writing is to be signed by the officer of the Employer designated for such purpose by the Board of Directors. (g) Notwithstanding anything herein which may be construed to the contrary, Executive shall be free to use and employ Executive's general skills, know-how and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of providing the services hereunder, so long as such ownership is passive Executive acquires and applies this information without violating the terms of this Paragraph 4.3 or the Proprietary Rights and Confidentiality Agreement executed and delivered by the Executive to the Employer in nature)connection herewith. (h) The term of this non-competition covenant shall be tolled during any period of actual competition or breach of this Section 4.3 by the Executive and/or any period of litigation to enforce Executive's obligations under this Agreement.

Non-Competition and Non-Solicitation. During (a) Executive agrees that, during the Term term of Executive’s employment with the Corporation or its subsidiaries (including any period Executive is hired as a consultant, or any consecutive period in which Executive is employed by any other division, successor, assign, or related or affiliated entity of the Agreement Corporation or its subsidiaries), and for a period of 12 twelve (12) consecutive months after immediately following the date Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companyemployment terminates: (ai) be employed byExecutive will not compete with the Corporation or its subsidiaries in any capacity, serve as a consultant including but not limited to, as an employee, officer, agent, board member, independent contractor, owner, or otherwise assist consultant for any person or entity that engages in the same business as the Corporation within a fifty (50) mile radius of 0000 00xx Xxxxxx XX, Xxxxx Xxxxxx, Michigan 49315; (ii) Executive will not directly or indirectly provide services to a Competitor (defined below) if: (i) the employmentcontact any client, consulting, assistance or services that the Executive is to provide to the Competitor are the same asaccount, or substantially similar tocustomer (which, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For for purposes of this subparagraph (a)Agreement, includes any client, account or customer of the Corporation or its subsidiaries during the twelve month period prior to the date of Executive’s separation from employment) for the purpose of soliciting business which would be considered competitive to the products and services provided by others shall be deemed the Corporation or its subsidiaries, or for the purpose of inducing the person or entity to have been provided by reduce, terminate or otherwise adversely alter its business relationship with the Corporation or its subsidiaries; and (iii) Executive if will not either directly or indirectly induce any employee to leave the Executive had material supervisory responsibilities with respect to employ of the provision Corporation or its subsidiaries, or solicit the services of such servicesthe Corporation’s employees, including employees of the Corporation’s subsidiaries. (b) solicit or attempt The Corporation and the Executive agree that the covenants made by Executive in this Section 9 have substantial value to solicit the Corporation. A portion of any party who Severance Benefits paid pursuant to this Agreement is thenin consideration of the covenants made by Executive in this Section 9. The Corporation and the Executive agree that out of any Severance Benefits paid, or an amount equal to Executive’s highest annual base salary in effect during the twelve (12-) month period prior to the termination of Executive’s Termination Date was, a customer or supplier employment shall be in consideration of and shall be allocated to the Company for or with whom the covenants of Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a CompetitorSection 9. (c) solicitFor purposes of this Section 9, enticethe Corporation and its subsidiaries shall include any successor to either the Corporation or any of its subsidiaries, persuade whether by purchase, merger, consolidation or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityotherwise. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During 5.1 The Employee further undertakes to the Term Employer that during the period of his employment with the Agreement Employer and for a further period of 12 twelve (12) months after from the Executive’s Termination Datedate he ceases to be in the employment of the Employer (“Non-Compete Period”), he shall refrain from engaging in any Competing Business as that of the Executive covenants and agrees that he Employer or its Affiliates, either as principal, agent, partner, director, employee, secondee, consultant, advisor in of or to any Person who carries it on. 5.2 The Employee shall not, without in any manner directly or indirectly during the express written consent of the Chief Executive Officer of the CompanyNon-Compete Period: (a) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) call upon, cause to be called upon, solicit or assist in the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar tosolicitation of, any client, customer, supplier or contractor of the services that the Executive provided to the Company Employer or its affiliates Affiliates for the purpose of offering, selling, supplying or making provision for any product or service competing with the products and are services of the Employer or will be within its Affiliates or request, recommend or advise any client, customer, supplier or contractor to cease or curtail doing business with the Restricted Territory (as defined in Attachment A); Employer or its Affiliates; (ii) the Confidential Information solicit, employ, engage or seek to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a)employ or engage any individual or entity, services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to Employee or any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company Employer, or advise any employee or director of the Employer or its affiliatesAffiliates to terminate their employment or engagement with the Employer or its Affiliates, who is employed or had been engaged by the Employer or its Affiliates or who was employed or engaged by the Employer or its Affiliates during the twelve (12) month period preceding the date of the purported solicitation/ employment/ engagement. 5.3 The Employee confirms and acknowledges that each of the covenants contained herein shall be a separate covenant and shall be enforceable separately and independently of any of the other covenants against the Employee and its validity shall not be affected if any of the others is invalid; if any of the covenants is void but would be valid if some parts of the covenant were deleted, the covenant in question shall apply with such modification as may be necessary to make it valid. 5.4 The Employee hereby acknowledges that the restrictions under this Clause 5 are fair and reasonable as to subject matter, geographical scope and duration, and are reasonably necessary to protect the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with value of the taking of any such actions by any other individual or entityEmployer and its Affiliates and associated goodwill. 5.5 The Employee represents that: (da) directly or indirectly own he possesses various skill sets which he can deploy once he ceases to be an equity interest in any Competitor employee of the Employer without breaching the restrictions under this Clause 5; (b) his experience and knowledge will enable him to earn an adequate living pursuing activities other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)connection with a Competing Business.

Non-Competition and Non-Solicitation. During the Term In consideration of the Agreement salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of 12 months after two (2) year following the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent termination of the Chief Executive Officer of the CompanyEmployment for whatever reason: (a) be employed byThe Executive will not solicit, serve canvass or approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s capacity as a consultant torepresentative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) The Executive will not solicit, canvass or approach, or otherwise assist endeavor to solicit, canvass or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, approach any of the services that the Executive provided to person who has business communication with the Company or its affiliates and are Affiliates to terminate such communication, or who has negotiation with the Company or its Affiliate on business cooperation to terminate such negotiation; (c) The Executive will be within not solicit, canvass or persuade or endeavor to solicit, canvass or persuade in any way, or intend to or actually disturb the Restricted Territory Company’s business in any way or endeavor to do the foresaid activities in order that (as defined in Attachment A)i) any current client or supplier of the Company or its Affiliates becomes a client or supplier of an entity or individual competing with the Company or any of its Affiliate; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer current client or supplier of the Company for or its Affiliate terminates the cooperation with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.Affiliate; and (d) The Executive will not seek, directly or indirectly own an equity interest in indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any Competitor (other than ownership of 5% or less employee of the outstanding stock Company employed as at or after the date of such termination, or in the year preceding such termination; The provisions contained in Section 9 are considered reasonable by the Executive and the Company. In the event that any corporation listed on the New York Stock Exchange such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the American Stock Exchange period or included in area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 9 shall survive the NASDAQ Systemtermination of this Agreement for any reason. In the event the Executive breaches this Section 9, so long the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law. The parties may enter into separate agreements to address non-competition and non-solicitation affairs. Should any conflicts exist between this section 9 and such ownership is passive in nature)agreements, such separate agreements shall prevail.

Non-Competition and Non-Solicitation. During The Executive acknowledges that ------------------------------------ the Term Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Agreement Executive's employment with the Company the Executive will have access to the Company's Inventions and for Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a period result of 12 months after direct or indirect contacts or relationships between the Executive’s Termination DateExecutive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companythat: (a) be employed byDuring the Term, serve and for a period of fifteen months thereafter, the Executive may not, without the prior written consent of the Board, (whether as a consultant toan employee, agent, owner, partner, consultant, independent contractor, representative, stockholder or otherwise assist or directly or indirectly provide services to a Competitor (defined belowin any other capacity whatsoever) if: (i) the employment, consulting, assistance participate in any business that offers products or services that the Executive is competitive in any way to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to those offered by the Company or its affiliates and are or will be within that were under active development by the Restricted Territory (as defined in Attachment A); or (ii) Company during the Confidential Information to which Term, provided that nothing herein shall prohibit the Executive had access could reasonably be expected to benefit from owning securities of corporations which are listed on a national securities exchange or traded in the Competitor if national over-the-counter market in an amount which shall not exceed 5% of the Competitor were to obtain access to outstanding shares of an such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicescorporation. (b) During the Term, and for a period of fifteen months thereafter, the Executive may not entice, solicit or attempt encourage any Company employee to solicit any party who is then, or during leave the 12-month period prior to the Executive’s Termination Date was, a customer or supplier employ of the Company for or any independent contractor to sever its engagement with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that absent prior written consent to do so from the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a CompetitorBoard. (c) solicitDuring the Term, and for a period of fifteen months thereafter, the Executive may not, directly or indirectly, entice, persuade solicit or induce encourage any individual who is employed by customer or prospective customer of the Company to cease doing business with the Company, reduce its relationship with the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing establishing or extending such employment or to become employed by or enter into contractual relations expanding a relationship with any other individual or entity other than the Company. Provided, however, that this Section 9 shall not apply if the Company or its affiliates, and terminates the Executive shall not approach any such employee, either in person Without Cause or through electronic or social media, Executive terminates this Agreement for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityGood Reason. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During (a) The parties acknowledge that as prime consideration for the Term obligations of the Agreement Company hereunder, the Employee has agreed and represented that for and during the duration of his employment, and during a period of 12 months after one (1) year from the Executive’s Termination Datedate of his termination of employment for any reason whatsoever, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companywill not directly or indirectly: (ai) Provide services to, own, manage, operate, control or participate in the ownership, management or control of, or be employed byconnected as an officer, serve as a consultant toemployee, partner, director, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same aswith, or substantially similar tohave any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (existing on the date that Employee’s employment with the Company terminates and/or during the one-year period thereafter) that is or has current plans to be in competition with the Company or any of its subsidiaries or affiliates within any area in which the Company conducts its business on the date that Employee’s employment with the Company terminates. Notwithstanding the foregoing, Employee’s ownership of securities of a public company engaged in competition with the Company not in excess of two percent (2%) of any class of such securities shall not be considered a breach of the covenants set forth herein; or (ii) Contact, call upon, communicate, solicit or sell or attempt to contact, call upon, communicate, solicit or sell any services or products which are provided by or dealt in by, the Company to any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf present customers of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf past customers of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to who were customers during the Executiveperiod of the Employee’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than prospective customers of the Company’s whom the Employee solicited during the period of his employment. It is the intent of the Employee and the Company to preserve the exclusivity of the Company’s customer relations, special knowledge, trade secrets and experience gained or its affiliates, and to be gained in the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate future by the Employee during his association with the taking of any Company, recognizing that if such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less customer relations, experience, knowledge and trade secrets were made available to competitors of the outstanding stock of any corporation listed on Company, it would irreparably damage the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)Company’s business.

Non-Competition and Non-Solicitation. During the Term In consideration of the Agreement promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to the Grantee, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during the Grantee’s Service and for a period the Restraint Period following the termination of 12 months after the ExecutiveGrantee’s Termination DateService for any reason, the Executive covenants and agrees that he Grantee shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, provided that whether as an agent or otherwise: (a) Contact, provide unsolicited advice to, solicit, attempt to take away business where a customer or client has not made contact of their own free-will, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the restriction in this subparagraph Company Group with whom the Grantee directly performed any services or had any direct business contact within the last 12 months of their employment with the Company; (b) shall In the Restraint Area, contact, provide unsolicited advice to, solicit, attempt to take away business where a customer or client has not apply made contact of their own free-will, divert business, and/or influence or attempt to influence, either directly or indirectly, any activity on behalf customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company Group whose entity- or other customer- specific information the Grantee had direct access to and contact with, within the last 12 months of their employment with the Company, as a business that is not a Competitor. result of the Grantee’s access to Company Confidential and Proprietary Information; (c) solicitSolicit or induce, enticeeither directly or indirectly, persuade any employee of the Company Group with whom the Grantee had a business relationship and/or dealings to leave the employ of the Company Group or induce become employed with or otherwise engaged by any person, entity or organization other than the Company Group; or take any action to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the employ of the Company Group become employed with or otherwise engaged by any person, entity or organization other than the Company Group; or hire or employ, or assist in the hiring or employment of, either directly or indirectly, any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).Group;

Non-Competition and Non-Solicitation. During the Term of Employee’s employment with the Agreement Company and for a period of 12 months after one (1) year following the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: : (a) the Employee shall not in the United States or in any country in which the Company shall then be doing business, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that is Competing with the business of the Company or of any of its Subsidiaries or Affiliates of which the Employee may become an employee or officer during the Employee’s employment with the Company; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 9 shall be deemed to prohibit the Employee from acquiring, solely as an investment, up to two percent (2%) of the shares of capital stock of any Competing public corporation or from being employed by, serve by or associated with (including serving as a consultant to) a subsidiary, division, department, unit or affiliate (each, a “Unit”) of an entity if that Unit is not engaged in any business which is Competing with the business of the Company, irrespective of whether some other Unit of such entity engages in such competition; and (b) the Employee nor any Affiliate of the Employee shall not, directly or indirectly, solicit, entice or persuade, or otherwise assist attempt to solicit, entice or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar topersuade, any directors, key advisors, officers or employees of the services that the Executive provided or consultants to the Company or its affiliates and are or will be within (collectively, “Associates of the Restricted Territory (as defined in Attachment A); or (iiCompany”) to leave the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) any reason. This non-solicitation provision shall not apply to any activity on behalf Associates of a business that is not a Competitorthe Company who previously terminated their relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends. 9.1 If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 9, the Company shall have the following rights and remedies: 9.1.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Company and that money damages shall not provide an adequate remedy to the Company; and 9.1.2 The right and remedy immediately to cease providing the salary continuation payments and other benefits under Sections 6.1 and 6.2 of this Agreement and to require the Employee to repay to the Company any such payments and benefits that already have been provided as of the time the Company learns of Employee’s breach of this Section 9; provided, however, that if the Employee challenges pursuant to Section 12.2 the Company’s enforcement of the provisions of Section 9 and the cessation of salary continuation payments and other benefits under this Section 9.1.2 and the Employee prevails in such action, the Company shall pay the Employee any salary continuation payments and other benefits that were withheld. 9.1.3 The right and remedy and to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (ccollectively “Benefits”) solicit, entice, persuade derived or induce any individual who is employed received by the Company or its affiliates (or was so employed within 90 days prior to Employee as the Executive’s action and not involuntarily terminated for result of any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with transactions constituting a breach of any other individual or entity other than of the Company or its affiliatesprovisions of the preceding paragraph, and the Executive Employee hereby agrees to account for and pay over such Benefits to the Company. 9.1.4 The one (1) year post-termination restriction period shall be tolled during any period of such breach or threatened breach. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. 9.2 If any of the covenants contained in Section 7, 8 or 9, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not approach affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions. 9.3 If any of the covenants contained in Section 7, 8 or 9, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable. 9.4 The covenants in Sections 7, 8, and 9 are conditions of Employee’s employment with the Company, and they are not tied to Employee’s performance of any particular position, role or job; therefore, the covenants in Sections 7, 8, and 9 shall survive any change in Employee’s position, title, compensation, benefits, role, or responsibilities and shall remain in full force and effect following any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitychange. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term (a) In consideration of the Agreement base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the Employment and for a period of 12 months after one year following the termination of the Employment for whatever reason: (i) The Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s Termination Datecapacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (ii) unless expressly consented to by the Company, the Executive covenants and agrees that he shall notwill not seek directly or indirectly, without by the express written consent offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Chief Executive Officer Company employed as at or after the date of the Company: (a) be employed by, serve as a consultant tosuch termination, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) in the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to year preceding such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicestermination. (b) solicit or attempt In consideration of the base salary provided to solicit any party who the Executive by the Company hereunder, the adequacy of which is thenhereby acknowledged by the parties hereto, or the Executive agrees that during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier term of the Employment and for a period of one year thereafter (except in the event of a Termination by the Company for without cause pursuant to Section 7(b) or with whom in the event of a Termination by the Executive (or for Good Reason pursuant to Section 7(c)), following the Executive’s subordinates) had Confidential Information or contact on behalf termination of the Employment for whatever reason, unless expressly consented to by the Company, provided that the restriction Executive will not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that in the event of a Termination by the Company without cause pursuant to Section 7(b) or its affiliates (in the event of a Termination by the Executive for Good Reason pursuant to Section 7(c), then during the term of the Employment and for the period of the duration of the severance pay described in Section 7(e), unless expressly consented to by the Company, the Executive will not assume employment with or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated provide services for any reason other than Cause) Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. The provisions contained in this Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to terminate be void under applicable laws but would be valid if some part thereof was deleted or refrain from renewing the period or extending area of application reduced, such employment or provisions shall apply with such modification as may be necessary to become employed by or enter into contractual relations with make them valid and effective. This Section 9 shall survive the termination of this Agreement for any other individual or entity other than reason. In the Company or its affiliatesevent the Executive breaches this Section 9, the Executive acknowledges that there will be no adequate remedy at law, and the Executive Company shall not approach be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any such employeeevent, either the Company shall have right to seek any and all remedies permissible at law or in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityequity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall Noncompetition Period (i) Seller will not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed bydirectly or indirectly, serve or as a stockholder, partner, member, manager, employee, consultant or other owner or participant in any Person other than Purchaser, engage in or assist any other Person to engage in any Covered Business anywhere in the Covered Area and (ii) Seller will not, directly or indirectly, solicit or endeavor to entice away from the Purchaser, or offer employment or a consulting position to, or otherwise assist interfere with the business relationship of the Purchaser with, any Person who is, or directly was within the one-year period prior thereto, an employee of or indirectly provide services consultant to a Competitor either (defined below) if: (ia) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); Purchaser or (iib) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period periods prior to the Executive’s Termination Date wasClosing, Seller. During the Nonsolicit Period, Seller will not, directly or indirectly, solicit or endeavor to entice away from the Purchaser, endeavor to reduce the business conducted with the Purchaser by, or otherwise interfere with the business relationship of the Purchaser with, any Person who is, or was within the one-year period prior thereto, a customer or supplier of client of, supplier, vendor or service provider to, or other Person having business relations with, either (a) the Company for Purchaser or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) with respect to periods prior to the Closing, Seller. The Seller acknowledges that, without limiting the other rights and remedies of the Purchaser Indemnified Parties set forth herein, the Purchaser LLC Agreement provides that the Rollover Units shall not apply be subject to repurchase at the Purchaser’s option upon any activity on behalf claims of breach of the covenants set forth in this Section 4.7 that are adjudicated in favor of the Purchaser, at a price per Rollover Unit equal to $0.01 per Rollover Unit in the event of a business that breach of this Section 4.7. Furthermore, notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange (a “Public Company”) if Seller or any Affiliate thereof is not a Competitor. controlling Person of, or a member of a group (cincluding any group that includes any member of the Seller Group) solicitwhich controls, enticesuch Public Company and the Seller does not, persuade directly or induce indirectly, own securities of such Public Company that in the aggregate constitute 2% or more of any individual who is employed class of securities of such Public Company as of the most recent date that any such securities were acquired. The Seller additionally acknowledges that Purchaser’s remedies for Seller’s breach or other failure to comply with the covenants contained in this Section 4.7 are not intended to be limited by reference to the amount assigned by the Company or its affiliates parties to such covenants pursuant to the Tax Allocation (or was so employed within 90 days prior to any Tax Returns reflecting the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in naturesame).

Non-Competition and Non-Solicitation. During (a) Employee acknowledges that during the Term course of Employee’s employment Employee will receive confidential and proprietary information from and concerning the Agreement and for a period of 12 months after Company. Employee also acknowledges that the Executive’s Termination Date, Company will make substantial investments in the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer development of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or ’s goodwill and in Employee’s professional development. The capital expended to develop this goodwill directly or indirectly provide services benefits Employee and should continue to a Competitor (defined below) if: (i) do so in the employment, consulting, assistance or services event that the Executive relationship between the Company and Employee is terminated. Likewise, the Company has conferred and will confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to provide protect these business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesCompany’s detriment. (b) solicit Employee agrees that, except for services and duties performed for or attempt on behalf of the Company according to this Agreement, Employee will not, during the period of Employee’s employment with the Company, and for a period (the “Restricted Period”) of one (1) year immediately following the termination of Employee’s employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, association, enterprise, venture or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, lender or in a managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor or as a sales representative, or similar business in direct competition with those aspects of the business of the Company or any subsidiary of the Company, with which Employee has had any involvement, within United States of America, Canada and all other countries in which customers of the Company have access to the world wide web (the “Territory”); (ii) solicit any party person who is thenis, at that time, or during the 12-month period who has been within one (1) year prior to that time, an employee of the Executive’s Termination Date wasCompany for the purpose or with the intent of enticing such employee away from or out of the employ of the Company; (iii) solicit any person or entity which is, at that time, or which has been within one (1) year prior to that time, a customer customer, doctor, service provider or supplier of the Company for the purpose of soliciting or selling products or services in direct competition with whom those aspects of the Executive business of the Company or any subsidiary of the Company with which Employee has had any involvement, within the Territory; or (iv) solicit any prospective acquisition candidate, on Employee’s own behalf or the Executive’s subordinates) had Confidential Information or contact on behalf of any competitor or potential competitor, which candidate was, to Employee’s knowledge, either called upon by the CompanyCompany or for which the Company made an acquisition analysis, provided that for the restriction in this subparagraph (b) purpose of acquiring such entity. Notwithstanding the above, the foregoing covenant shall not apply be deemed to any activity on behalf prohibit Employee from acquiring as an investment not more than two percent (5%) of the capital stock of a business that competing business, whose stock is not traded on a Competitornational securities exchange or over-the-counter. (c) solicit, entice, persuade or induce any individual who is employed by In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company or its affiliates (or was so employed within 90 days prior as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Executive’s action and not involuntarily terminated Company for any reason which they would have no other than Cause) to terminate or refrain from renewing or extending such employment or to become employed adequate remedy, Employee agrees that in the event of breach by or enter into contractual relations with any other individual or entity other than Employee of the foregoing covenant, the Company or its affiliates, shall be entitled to specific performance of this provision and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any co-injunctive and other individual or entityequitable relief. (d) directly or indirectly own an equity interest It is agreed by the parties that the foregoing covenants in any Competitor (other than ownership of 5% or less this paragraph 4 impose a reasonable restraint on Employee in light of the outstanding stock activities and business of the Company on the date of the execution of this Agreement and the current plans of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. (e) All of the covenants in this paragraph 4 shall be construed as an agreement independent of any corporation listed other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the New York Stock Exchange or enforcement by the American Stock Exchange or included Company of such covenants. Further, this paragraph 4 shall survive the termination of this Agreement and the termination of Employee’s employment with the Company. It is specifically agreed that the period of one (1) year following termination of employment stated at the beginning of this paragraph 4, during which the agreements and covenants of Employee made in the NASDAQ Systemthis paragraph 4 shall be effective, so long as shall be computed by excluding from such ownership computation any time during which Employee is passive in nature)violation of any provision of this paragraph 4.

Non-Competition and Non-Solicitation. During the Term of Executive’s employment with the Agreement Company and for a period of 12 months after thereafter equal to the Executive’s Termination DateSeverance Period, the Executive covenants and agrees that he shall not, without for himself or herself or on behalf of or in conjunction with any other person, persons, company, firm, partnership, corporation, business, group or other entity (each, a “Person”), work in the express written consent principal line of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant tobusiness engaged in, or otherwise assist or directly or indirectly provide services planned to a Competitor (defined below) if: (i) be engaged in, by the employment, consulting, assistance or services that Company and its affiliates at the Executive is to provide to the Competitor are the same as, or substantially similar to, Date of Termination within any of the services that the Executive provided to state where the Company or its affiliates are doing business or have plans for commencing business as of the Date of Termination. The Executive’s passive ownership of less than five percent (5%) of the securities of a public company shall not be treated as an action in competition with the Company and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph its affiliates. (a), services provided by others shall be deemed to have been provided by ) Executive hereby acknowledges and agrees that his employment with the Executive if the Executive had material supervisory responsibilities Company places him in a position of trust and confidence with respect to the provision business operations, customers, prospects and personnel of such servicesthe Company and its affiliates. He agrees that, due to his position and knowledge, his engaging in any business that competes in the principal line of business as the Company will cause the Company and its affiliates significant and irreparable harm. (b) solicit or attempt In consideration of the compensation and benefits extended to solicit any party who is thenhim under this Agreement, or Executive agrees that, during the 12-month term of Executive’s employment by the Company and for a period prior thereafter equal to the Executive’s Termination Date wasSeverance Period, a customer the Executive shall not, for any reason whatsoever, directly or supplier indirectly, for himself or herself or on behalf of the Company for or in conjunction with any other Person with whom the Executive (works or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor.affiliated: (ci) solicit, entice, persuade or induce solicit and/or hire any individual Person who is employed by on the Date of Termination, or has been within six (6) months prior to the Date of Termination, an employee of the Company or its affiliates affiliates; (ii) solicit, induce or was so employed attempt to induce or hire any Person who is, at the Date of Termination, or has been within 90 days six (6) months prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate Date of Termination, an actual customer, client, business partner, or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than a prospective customer, client, business partner of the Company or its affiliates, for the purpose or with the intent of (A) inducing or attempting to induce such Person to cease doing business with the Company or its affiliates, (B) enticing or attempting to entice such Person to do business with Executive or any affiliate of Executive, or (C) in any way interfering with the relationship between such Person and the Executive shall not approach Company or its affiliates; or (iii) solicit, induce or attempt to induce any such employeePerson who is or that is, either in person at the time of the Date of Termination, or through electronic has been within six (6) months prior to the Date of Termination, a supplier, licensee or social mediaconsultant of, or provider of goods or services to the Company or its affiliates, for any such the purpose or authorize or knowingly cooperate with the taking intent of (A) inducing or attempting to induce such Person to cease doing business with the Company or its affiliates or (B) in any way interfering with the relationship between such actions by any other individual Person and the Company or entityits affiliates. (c) In the event the Severance Period is less than 12 months, or in the event there is no Severance Period, the Company shall have the right, but not the obligation, to extend the period of time during which the restrictive covenants set forth in clauses (a) and (b) above shall remain in effect for up to 24 additional months following the Severance Period or the Date of Termination, as the case may be, subject to paying consideration to the Executive for such extended period in cash in an amount equal to the Executive’s Base Salary in effect on the Date of Termination, payable monthly in arrears. The Company shall provide written notice to the Executive at least 60 days prior to the second anniversary of the Date of Termination of the Company’s election to extend the restrictive covenants as provided herein. (d) directly Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company and its affiliates for which it would have no other adequate remedy, Executive agrees that the foregoing covenants in this Section 9, in addition to and not in limitation of any other rights, remedies or indirectly own damages available to the Company at law, in equity or under this Agreement, shall be enforced by the Company in the event of the breach or threatened breach by Executive, by injunctions and/or restraining orders. (e) It is agreed by the parties that the covenants contained in this Section 9 impose a fair and reasonable restraint on Executive in light of the activities and business of the Company and its affiliates on the date of the execution of this Agreement and the current plans of the Company and its affiliates; but it is also the intent of the Company and Executive that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company and its affiliates throughout the term of these covenants. Executive also acknowledges that this restraint will not prevent him from earning a living in his chosen field of work. (f) The covenants in this Section 9 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 herein are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court deems reasonable, and the Agreement shall thereby be reformed to reflect the same. (g) All of the covenants in this Section 9 shall be construed as an equity interest agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company whether predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the duration of the period during which the agreements and covenants of Executive made in this Section 9 shall be effective shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this Section 9. (h) Notwithstanding any of the foregoing, if any applicable law, judicial ruling or order shall reduce the time period during which Executive shall be prohibited from engaging in any Competitor (other than ownership competitive activity described in Section 9 hereof, the period of 5% or less of time for which Executive shall be prohibited pursuant to Section 9 hereof shall be the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)maximum time permitted by law.

Non-Competition and Non-Solicitation. During The Executive acknowledges that the Term Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Agreement Executive's employment with the Company the Executive has had and for will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a period result of 12 months after direct or indirect contacts or relationships between the Executive’s Termination DateExecutive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companythat: (a) be employed byDuring the Term, serve and for a period of one (1) year thereafter, the Executive may not, without the prior written consent of the Board, (whether as a consultant toan employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or otherwise assist or directly or indirectly provide services to a Competitor (defined belowin any other capacity whatsoever) if: (i) the employment, consulting, assistance participate in any business that offers products or services that the Executive is competitive in any way to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to those offered by the Company or its affiliates and are or will be within that were under active development by the Restricted Territory (as defined in Attachment A); or (ii) Company during the Confidential Information to which Term, provided that nothing herein shall prohibit the Executive had access could reasonably be expected to benefit from owning securities of corporations which are listed on a national securities exchange or traded in the Competitor if national over-the-counter market in an amount which shall not exceed 3% of the Competitor were to obtain access to outstanding shares of an such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicescorporation. (b) During the Term, and for a period of one (1) year thereafter, the Executive may not entice, solicit or attempt encourage any Company employee to solicit any party who is then, or during leave the 12-month period prior to the Executive’s Termination Date was, a customer or supplier employ of the Company for or any independent contractor to sever its engagement with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that absent prior written consent to do so from the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a CompetitorBoard. (c) solicitDuring the Term, and for a period of one (1) year thereafter, the Executive may not, directly or indirectly, entice, persuade solicit or induce encourage any individual who is employed by customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing establishing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate expanding a relationship with the taking of any such actions by any other individual or entityCompany. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During (a) Executive acknowledges that the Term services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and the provisions of this Section 7 are reasonable and necessary to protect the Business. (b) In consideration of the foregoing acknowledgments by Executive, and in consideration of the compensation and benefits to be paid or provided to Executive by THK, Executive covenants that he will not, during the term of this Agreement and for a period of 12 months after the Executive’s Termination Dateone (1) year thereafter, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companydirectly or indirectly: (a1) except in the course of his employment hereunder, and except as permitted by Section 3 above, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, serve as a consultant toassociated with, or in any manner connected with, any business whose products or services compete in whole or in part with the products or services of THK or any THK Affiliate; provided, however, that Executive may purchase or otherwise assist acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or directly regional securities exchange or indirectly provide services have been registered under Section 12(g) of the Securities Exchange Act of 1934; (2) whether for Executive’s own account or for the account of any other person, solicit business of the same or similar type of business then being carried on by THK or any THK Affiliate, from any person or entity known by Executive to be a Competitor customer of THK or any THK Affiliate, whether or not Executive had personal contact with such person or entity during and by reason of Executive’s employment with THK; (defined below3) if: whether for Executive’s own account or the account of any other person (i) the employmentsolicit, consultingemploy or otherwise engage as an employee, assistance independent contractor or services that the Executive is to provide to the Competitor are the same as, or substantially similar tootherwise, any person who is or was an employee of THK or any THK Affiliate at any time during the services that term of this Agreement or in any manner induce or attempt to induce any employee of THK or any THK Affiliate to terminate his employment with THK or the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); THK Affiliate, or (ii) interfere with THK’s or any THK Affiliate relationship with any person or entity, including any person or entity who at any time during the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes term of this subparagraph (a)Agreement was an employee, services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision contractor, supplier or customer of such services.THK or any THK Affiliate; or (b4) solicit at any time during or attempt to solicit after the term of this Agreement, disparage THK or any party who is thenTHK Affiliate, or during the 12-month period prior to the Executive’s Termination Date wasany of their respective shareholders, a customer directors, officers, employees or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitoragents. (c) solicitIf any covenant of this Section 7 is held to be unreasonable, enticearbitrary or against public policy, persuade such covenant will be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or induce any individual who is employed by the Company geographic area, or its affiliates (or was so employed within 90 days prior all of them, as a court of competent jurisdiction may determine to the Executive’s action be reasonable, not arbitrary and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliatesagainst public policy, will be effective, binding and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityenforceable against Executive. (d) directly Executive acknowledges and agrees that should Executive transfer between or indirectly own an equity interest in among THK and any Competitor of its affiliated companies including, without limitation, any parent, subsidiary or other corporately related entity (a “THK Affiliate”) wherever situated, or otherwise become employed by any THK Affiliate, or should he be promoted or reassigned to functions other than ownership the duties set forth in this Agreement, or should Executive’s compensation and benefit package change (either higher or lower), the terms of 5% this Section 7 shall continue to apply with full force. (e) Executive agrees and acknowledges that THK does not have an adequate remedy at law for the breach or less threatened breach by Executive of this Section 7 and agrees that THK may, in addition to the outstanding stock of any corporation listed on the New York Stock Exchange other remedies which may be available to it under this Agreement, file suit in equity to enjoin Executive from such breach or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)threatened breach.

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed bySubject to the Section 7(b) hereof, serve each Seller acknowledges that in order to assure Buyer that it will retain the value of KP as a consultant to"going concern," such Seller agrees not to utilize its special knowledge of the business of KP and its relationship with customers, suppliers and others to compete with KP. For the period beginning on the Closing Date and ending on the third anniversary thereof, no Seller (or any of his or her employees, agents or others under his or her control, directly or indirectly, on his or her behalf or on behalf of any other Person) shall (A) engage anywhere in the States of Connecticut, New York, New Jersey and Pennsylvania, alone or in association with others, as principal, officer, agent, employee, director, partner, stockholder, or through the investment of capital, lending of money or property, rendering of services or otherwise, in any business that competes with KP in the sale of international calling cards and handsets (the "Calling Card Business"); provided, that the fulfillment of the Master Vendor Agreement by each Seller shall not be deemed a violation of the terms hereof, (B) accept business from, or solicit the business of any Person who is, or who had been at any time during the one year preceding the date hereof was, a customer of KP, or otherwise assist divert or directly or indirectly provide services attempt to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, divert any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)Calling Card Business from KP; or (iiC) recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by KP to terminate his or her employment or other relationship with KP, or hire any person who has left the Confidential Information to which employ of KP during the Executive had access could reasonably be expected to benefit one year preceding the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesdate hereof. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior Notwithstanding anything to the Executive’s Termination Date wascontrary herein, if a customer Seller's employment with KP, as the case may be, pursuant to an Employment Agreement is terminated without Cause (as defined therein) or supplier for Disability by KP, the provisions of the Company for or with whom the Executive subsections (or the Executive’s subordinatesA), (B) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph and (bC) above shall not apply to such Seller after any activity on behalf and all Severance Payments (as defined in the Employment Agreement) have been paid by KP to such Seller. Furthermore, notwithstanding anything to the contrary herein, if a Seller validly terminates his or her employment under the Employment Agreement (if applicable) as a Coordinated Termination (as defined therein), the provisions of subsections (A), (B) and (C) above shall not apply to such Seller upon the effective date of such Coordinated Termination. The providing of self-labeled calling cards to KP by a business that is Seller or an affiliate thereof shall not be deemed a Competitorviolation of Subsection (A) above if both the Buyer and such Seller consent in writing thereto. (c) solicit, entice, persuade or induce any individual who is employed The restrictions set forth in this Section 7 are considered by the Company or its affiliates (or was so employed within 90 days prior parties to be reasonable for the purposes of protecting the value of the business and goodwill of KP. It is the desire and intent of the parties that the provisions of this Section 7 be enforced to the Executive’s action fullest extent permissible under the laws and not involuntarily terminated for public policies of each jurisdiction in which enforcement is sought. If any reason provisions of this Section 7 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, the maximum time period, scope of activities or geographic area, as the case may be, shall be reduced to the maximum which such court deems enforceable. If any provisions of this Section 7 other than Causethose described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to terminate or refrain from renewing or extending such employment or render them enforceable and to become employed by or enter into contractual relations with any other individual or entity other than effectuate as nearly as possible the Company or its affiliates, original intentions and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less agreement of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)parties.

Non-Competition and Non-Solicitation. During Subject to applicable law, the Term Director agrees that during the term of the Agreement Employment and for a period of 12 months after two (2) years following the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent termination of the Chief Executive Officer of the CompanyEmployment for whatever reason: (ai) be employed byThe Director will not solicit, serve canvass or approach clients, customers or contacts of the Company or other persons or entities introduced to the Director in the Director’s capacity as a consultant torepresentative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (ii) The Director will not solicit, canvass or approach, or otherwise assist endeavor to solicit, canvass or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, approach any of the services that the Executive provided to person who has business communication with the Company or its affiliates and are to terminate such communication, or will be within who has negotiation with the Restricted Territory (as defined in Attachment A); Company or (ii) the Confidential Information its affiliates on business cooperation to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to terminate such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services.negotiation; (biii) solicit The Director will not solicit, canvass or attempt persuade or endeavor to solicit solicit, canvass or persuade in any party who is thenway, or during intend to or actually disturb the 12-month period prior Company’s business in any way or endeavor to do the Executive’s Termination Date was, a customer foresaid activities in order that (1) any current client or supplier of the Company for or its affiliates becomes a client or supplier of an entity or individual competing with whom the Executive Company or any of its affiliates; or (2) any current client or the Executive’s subordinates) had Confidential Information or contact on behalf supplier of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to terminates the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations cooperation with any other individual or entity other than the Company or its affiliates; and (iv) The Director will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination; The provisions contained in Section 8(a) are considered reasonable by the Director and the Executive shall not approach Company. In the event that any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the American Stock Exchange period or included in the NASDAQ Systemarea of application reduced, so long such provisions shall apply with such modification as such ownership is passive in nature)may be necessary to make them valid and effective.

Non-Competition and Non-Solicitation. During Client acknowledges that the Term services provided by Outfitter are useful and unique such that restrictions on Client’s ability to compete with Performance Outdoors, Inc. (“Outfitter”) or solicit the business contacts of Outfitter as set forth herein are reasonable and that those restrictions are narrowly tailored to protect the assets, goodwill and legitimate business interests of Outfitter. Client further acknowledges and agrees that the restrictions set forth in this paragraph are essential elements of the Agreement consideration underlying this Agreement. Client hereby agrees, stipulates and consents that he shall not directly or indirectly, without the prior written consent of Outfitter: (a) carry on or be engaged, concerned or interested, directly or indirectly, whether as a shareholder, member, director, officer, partner, employee, agent or otherwise, in any business which competes with the business carried on by Outfitter for a period of 12 months after five (5) years from the Executive’s Termination Datedate of execution of this Agreement and within a twenty (20) mile radius of any property owned, the Executive covenants and agrees that he shall notleased, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant tolicensed, or otherwise used by Outfitter, either on his own account or in conjunction with or on behalf of any other person or entity; (b) engage in any activities, including hunting, accepting any offer to xxxx, guiding, or outfitting which are otherwise offered by Outfitter for a period of five (5) years from the date of execution of this Agreement within a twenty (20) mile radius of any property owned, leased, licensed, or otherwise used by Outfitter, either on his own account or in conjunction with or on behalf of any other person or entity; or (c) identify, solicit, approach, cause to be solicited or approached, assist any other person or directly entity in soliciting or indirectly provide approaching, or accept any business from, any person or entity who shall at any time prior to or after the execution of this Agreement have been a client or customer of Outfitter for the purpose of offering to that person or entity services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor which are of the same type as, or substantially similar to, any services provided by Outfitter. Client hereby acknowledges and agrees that any breach of the services terms and conditions set forth in this paragraph would allow Client to engage in unfair competition with Outfitter and result in severe and irreparable harm to Outfitter such that damages incurred by Outfitter would be difficult, if not impossible, to ascertain. Client therefore agrees that in the Executive provided event of a breach of this paragraph, Client shall be liable for payment of the following amounts to Outfitter, whichever is greater: (a) $3,000.00 times the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)number of persons associated with said breach; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then$25.00 per acre of land, other than land owned, leased, licensed, or during the 12-month period prior to the Executive’s Termination Date wasotherwise used by Outfitter, a customer or supplier of the Company for or associated with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitorsaid breach. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During Except as otherwise set forth in this Section 4, during the Term period beginning on the date hereof and ending on the earlier of the Agreement Termination Date (as defined below) and for a period of 12 months after May 31, 2007 (the Executive’s Termination Date, the Executive covenants and agrees that he shall “Term”) I will not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed byin any manner, serve directly or indirectly, as a consultant toan employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, director, or otherwise assist in any other individual or directly representative capacity, engage in or indirectly provide services to a Competitor (defined below) if: become interested in any business (i) the employmentwhose primary business is developing, consultingmarketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); marketing and/or selling mobile platform application software per se) or (ii) that develops, markets and/or sells mobile wagering or gambling software; provided, however, you may own up to five percent (5%) of the Confidential Information listed and outstanding capital stock of any publicly traded company; (b)solicit or entice or attempt to which solicit or entice away from the Executive had access could reasonably be expected Company any of its employees to benefit enter into employment or services with any person, business, firm or corporation other than the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. Company; or (b) solicit or entice or attempt to solicit or entice away from the Company any party who is thencustomer or any other person, firm or corporation whom you have contacted at any time during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact last six months on behalf of Company. In the event that the provisions of this Section 4 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum permitted by applicable laws. In the event I introduce a new client to the Company and the Company chooses not to seek an engagement from such potential client, I shall be free to introduce such client to another possible solution provider including a competitor of the Company. I specifically acknowledge and agree that (x) the foregoing covenant is an essential element of this Agreement and that, but for my agreement to comply with such covenants, the Company would not have entered into the Mutual Separation Agreement or the Consultant Agreement; (y) the remedy at law for any breach of the foregoing covenant will be inadequate; and (z) the Company, provided that the restriction in this subparagraph (b) shall not apply addition to any activity other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event I violate any of the terms of this Section 4. Termination Date shall mean the date on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by which my Consulting Agreement with the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily is terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either as set forth in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less Paragraph 9 of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)Consulting Agreement.

Non-Competition and Non-Solicitation. During The Executive acknowledges and recognizes that during the Term of the Agreement and for a period of 12 months after the Executive’s Termination DateTerm, the Executive covenants will be privy to confidential information of the Company. Accordingly, in consideration of the promises contained herein and agrees that he shall notthe consideration to be received by the Executive hereunder (including, without limitation, the severance compensation described in Sections 7 and 11, if any), without the express prior written consent of the Chief Company, the Executive Officer of shall not, at any time during the Company: Term or during the Restriction Period (aas defined below), (i) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor engage in, represent in any way, or be connected with, any Competing Business (defined belowas hereinafter defined) if: directly competing with the business of the Company or any direct or indirect subsidiary or affiliate thereof in the United States, whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in clause (i) the employmentabove, consulting, assistance (iii) induce or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any solicit other employees of the services that the Executive provided to the Company or its affiliates any direct or indirect subsidiary or affiliate thereof to terminate their employment with the Company or any such direct or indirect subsidiary or affiliate or to engage in any Competing Business or (iv) induce any entity or person with which the Company or any direct or indirect subsidiary or any affiliate thereof has a business relationship to terminate or alter such business relationship. As used herein, “Competing Business” shall mean any firm or business organization that competes (i) with the Company in the development and/or commercialization of data-driven technology and are solutions or will pharmacy services to the types of entities now served or proposed to be within served by the Restricted Territory (as defined in Attachment A); Company or (ii) in a business area planned in writing by the Confidential Information to which Company before the Executive’s termination date for entry within twelve (12) months of the termination date at the time of the Executive’s termination of employment with the Company. Notwithstanding the foregoing restrictions, it shall not be a violation of this Section 14(a) for the Executive had access could reasonably be expected to benefit own a five (5%) percent or smaller interest in any corporation required to file period reports with the Competitor if the Competitor were to obtain access United States Securities and Exchange Commission, so long as Executive performs no services or lends any assistance to such Confidential Informationcorporation. For purposes of this subparagraph (aSection 14(a), services provided by others the Restriction Period shall be deemed to have been provided by (i) the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. twenty-four (b24) solicit or attempt to solicit any party who is then, or during the 12-month period prior to after a CIC Termination and (ii) the eighteen (18) month period after the termination of the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated employment for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitya CIC Termination. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term term of the this Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or to directly or indirectly provide services to a Competitor (defined below) if: ; (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined same geographic areas in Attachment A)which the Company provides products or services; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) Executive shall not directly or indirectly: (i) solicit, enticerecruit, persuade induce, attempt to recruit or induce induce, or encourage any individual director, officer, manager or employee who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action Termination Date and not involuntarily terminated for any reason other than Cause) to terminate leave their employment with the Company; (ii) hire, retain or refrain from renewing or extending such employment or to become employed by or enter into contractual relations otherwise work with any other individual or entity other than employee who has left the employment of the Company or its affiliates, an affiliate of the Company after the Termination Date if hiring such former employee is proposed to occur within the non-compete term and the Executive shall not approach any such employee, either in person employee would perform the same or through electronic essentially the same job responsibilities as he/she performed for the Company; (ii) assist or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by aid any other individual person, firm, corporation or entityother entity in identifying or hiring any Company employees or (d) provide or pass along to any Company employee any information regarding potential jobs opportunities outside of the Company, including but not limited to, job openings, job postings, or the names or contact information of individuals or companies hiring people or accepting job applications. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership other recognized national stock exchange that is passive in nature).

Non-Competition and Non-Solicitation. During the Term In consideration of the Agreement salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of 12 months after two (2) years following the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent termination of the Chief Executive Officer of the CompanyEmployment for whatever reason: (a) be employed byThe Executive will not solicit, serve canvass or approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s capacity as a consultant torepresentative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) The Executive will not solicit, canvass or approach, or otherwise assist endeavor to solicit, canvass or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, approach any of the services that the Executive provided to person who has business communication with the Company or its affiliates and are to terminate such communication, or who has negotiation with the Company or its affiliates on business cooperation to terminate such negotiation; (c) The Executive will be within not solicit, canvass or persuade or endeavor to solicit, canvass or persuade in any way, or intend to or actually disturb the Restricted Territory Company’s business in any way or endeavor to do the foresaid activities in order that (as defined in Attachment A)i) any current client or supplier of the Company or its affiliates becomes a client or supplier of an entity or individual competing with the Company or any of its affiliates; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer current client or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to terminates the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations cooperation with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.; and (d) The Executive will not seek, directly or indirectly own an equity interest in indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any Competitor (other than ownership of 5% or less employee of the outstanding stock Company employed as at or after the date of such termination, or in the year preceding such termination; The provisions contained in Section 9 are considered reasonable by the Executive and the Company. In the event that any corporation listed on the New York Stock Exchange such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the American Stock Exchange period or included in area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 9 shall survive the NASDAQ Systemtermination of this Agreement for any reason. In the event the Executive breaches this Section 9, so long the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law. The parties may enter into separate agreements to address non-competition and non-solicitation affairs. Should any conflicts exist between this Section 9 and such ownership is passive in nature)agreements, such separate agreements shall prevail.

Non-Competition and Non-Solicitation. During (a) Employee acknowledges that during the Term course of Employee’s employment Employee will receive confidential and proprietary information from and concerning the Agreement and for a period of 12 months after Company. Employee also acknowledges that the Executive’s Termination Date, Company will make substantial investments in the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer development of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or ’s goodwill and in Employee’s professional development. The capital expended to develop this goodwill directly or indirectly provide services benefits Employee and should continue to a Competitor (defined below) if: (i) do so in the employment, consulting, assistance or services event that the Executive relationship between the Company and Employee is terminated. Likewise, the Company has conferred and will confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to provide protect these business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesCompany’s detriment. (b) solicit Employee agrees that, except for services and duties performed for or attempt on behalf of the Company according to this Agreement, Employee will not, during the period of Employee’s employment with the Company, and for a period (the “Restricted Period”) of two (2) years immediately following the termination of Employee’s employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, association, enterprise, venture or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, lender or in a managerial capacity, whether as an employee, independent contractor, agent. consultant or advisor or as a sales representative, or similar business in direct competition with those aspects of the business of the Company or any subsidiary of the Company, with which Employee has had any involvement, within United States of America, Canada and all other countries in which customers of the Company have access to the world wide web (the “Territory”); (ii) solicit any party person who is thenis, at that time, or during the 12-month period who has been within one (I) year prior to that time, an employee of the Executive’s Termination Date wasCompany for the purpose or with the intent of enticing such employee away from or out of the employ of the Company; (iii) solicit any person or entity which is, at that time, or which has been within one (I) year prior to that time, a customer customer, doctor, service provider or supplier of the Company for the purpose of soliciting or selling products or services in direct competition with whom those aspects of the Executive business of the Company or any subsidiary of the Company with which Employee has had any involvement, within the Territory; or (iv) solicit any prospective acquisition candidate, on Employee’s own behalf or the Executive’s subordinates) had Confidential Information or contact on behalf of any competitor or potential competitor, which candidate was, to Employee’s knowledge, either called upon by the CompanyCompany or for which the Company made an acquisition analysis, provided that for the restriction in this subparagraph (b) purpose of acquiring such entity. Notwithstanding the above, the foregoing covenant shall not apply be deemed to any activity on behalf prohibit Employee from acquiring as an investment not more than five percent (5%) of the capital stock of a business that competing business, whose stock is not traded on a Competitornational securities exchange or over-the-counter. (c) solicit, entice, persuade or induce any individual who is employed by In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company or its affiliates (or was so employed within 90 days prior as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Executive’s action and not involuntarily terminated Company for any reason which they would have no other than Cause) to terminate or refrain from renewing or extending such employment or to become employed adequate remedy, Employee agrees that in the event of breach by or enter into contractual relations with any other individual or entity other than Employee of the foregoing covenant, the Company or its affiliates, shall be entitled to specific performance of this provision and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any co-injunctive and other individual or entityequitable relief. (d) directly or indirectly own an equity interest It is agreed by the parties that the foregoing covenants in any Competitor (other than ownership of 5% or less this paragraph 4 impose a reasonable restraint on Employee in light of the outstanding stock activities and business of the Company on the date of the execution of this Agreement and the current plans of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. (e) All of the covenants in this paragraph 4 shall be construed as an agreement independent of any corporation listed other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the New York Stock Exchange or enforcement by the American Stock Exchange or included Company of such covenants. Further, this paragraph 4 shall survive the termination of this Agreement and the termination of Employee’s employment with the Company. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 4, during which the agreements and covenants of Employee made in this paragraph 4 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 4, and that such period shall terminate upon Company’s failure to pay its obligation pursuant to Section 5 below (which obligations shall remain payable regardless of the NASDAQ System, so long as such ownership is passive in naturetermination of this paragraph 4).

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination DateNon-Competition Period, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach directly or indirectly: a) Engage in any such business or enterprise (whether as an owner, partner, officer, employee, either in person executive, director, investor, lender, consultant, independent contractor or through electronic or social mediaotherwise, for any such purpose or authorize or knowingly cooperate with except as the taking holder of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other not more than ownership 1% of 5% or less the combined voting power of the outstanding stock of a publicly held company) that is competitive with Teradyne (including but not limited to, any corporation listed on business or enterprise that develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, produced, marketed, sold or rendered by Teradyne while Executive was employed by Teradyne); b) Either alone or in association with others, recruit, solicit, hire or engage as an independent contractor, any person who was employed by Teradyne at any time during the New York Stock Exchange period of Executive’s employment with Teradyne, except for an individual whose employment with Teradyne has been terminated for a period of six months or longer; or c) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the American Stock Exchange business or included patronage of any client or customer or entity that was a prospective client or customer of Teradyne during the Executive’s employment. If any restriction set forth in this Section 3 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the parties agree that it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Executive acknowledges that the restrictions contained in this Section 3 are necessary for the protection of the business and goodwill of Teradyne and are considered by Executive to be reasonable for such purpose. Executive agrees that any breach of this Section 3 will cause Teradyne irreparable harm and therefore, in the NASDAQ Systemevent of any such breach, so long in addition to such other remedies that may be available, Teradyne shall have the right to seek equitable and/or injunctive relief. The geographic scope of this Section 3 shall extend to anywhere Teradyne or any of its subsidiaries is doing business, has done business or has plans to do business as of the Retirement Date. Executive agrees that during the Non-Competition Period, he will make reasonable good faith efforts to give written notice to Teradyne of each new business activity he plans to undertake, at least (5) business days prior to beginning any such ownership is passive activity. If Executive violates the provisions of this Section 3, Teradyne shall be entitled to discontinue any continued vesting per Section 1 above and Executive shall continue to be bound by the restrictions set forth in nature)this Section 3 for an additional period of time equal to the duration of the violation, such additional period not to exceed 24 months.

Non-Competition and Non-Solicitation. During (a) Employee acknowledges that during the Term course of Employee's employment Employee will receive confidential and proprietary information from and concerning the Agreement and for a period of 12 months after Company. Employee also acknowledges that the Executive’s Termination Date, Company will make substantial investments in the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer development of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or 's goodwill and in Employee's professional development. The capital expended to develop this goodwill directly or indirectly provide services benefits Employee and should continue to a Competitor (defined below) if: (i) do so in the employment, consulting, assistance or services event that the Executive relationship between the Company and Employee is terminated. Likewise, the Company has conferred and will confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to provide protect these business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesCompany's detriment. (b) solicit Employee agrees that, except for services and duties performed for or attempt on behalf of the Company according to this Agreement, Employee will not, during the period of Employee's employment with the Company, and for a period (the "Restricted Period") of one (1) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, association, enterprise, venture or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, lender or in a managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor or as a sales representative, or similar business in direct competition with those aspects of the business of the Company or any subsidiary of the Company, with which Employee has had any involvement, within United States of America, Canada and all other countries in which customers of the Company have access to the world wide web (the "Territory"); (ii) solicit any party person who is thenis, at that time, or during the 12-month period who has been within one (1) year prior to that time, an employee of the Executive’s Termination Date wasCompany for the purpose or with the intent of enticing such employee away from or out of the employ of the Company; (iii) solicit any person or entity which is, at that time, or which has been within one (1) year prior to that time, a customer customer, doctor, service provider or supplier of the Company for the purpose of soliciting or selling products or services in direct competition with whom those aspects of the Executive business of the Company or any subsidiary of the Company with which Employee has had any involvement, within the Territory; or (iv) solicit any prospective acquisition candidate, on Employee's own behalf or the Executive’s subordinates) had Confidential Information or contact on behalf of any competitor or potential competitor, which candidate was, to Employee's knowledge, either called upon by the CompanyCompany or for which the Company made an acquisition analysis, provided that for the restriction in this subparagraph (b) purpose of acquiring such entity. Notwithstanding the above, the foregoing covenant shall not apply be deemed to any activity on behalf prohibit Employee from acquiring as an investment not more than five percent (5%) of the capital stock of a business that competing business, whose stock is not traded on a Competitornational securities exchange or over-the-counter. (c) solicit, entice, persuade or induce any individual who is employed by In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company or its affiliates (or was so employed within 90 days prior as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Executive’s action and not involuntarily terminated Company for any reason which they would have no other than Cause) to terminate or refrain from renewing or extending such employment or to become employed adequate remedy, Employee agrees that in the event of breach by or enter into contractual relations with any other individual or entity other than Employee of the foregoing covenant, the Company or its affiliates, shall be entitled to specific performance of this provision and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any co-injunctive and other individual or entityequitable relief. (d) directly or indirectly own an equity interest It is agreed by the parties that the foregoing covenants in any Competitor (other than ownership of 5% or less this paragraph 4 impose a reasonable restraint on Employee in light of the outstanding stock activities and business of the Company on the date of the execution of this Agreement and the current plans of the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. (e) All of the covenants in this paragraph 4 shall be construed as an agreement independent of any corporation listed other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the New York Stock Exchange or enforcement by the American Stock Exchange or included Company of such covenants. Further, this paragraph 4 shall survive the termination of this Agreement and the termination of Employee's employment with the Company. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 4, during which the agreements and covenants of Employee made in this paragraph 4 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 4, and that such period shall terminate upon Company’s failure to pay its obligation pursuant to Section 5 below (which obligations shall remain payable regardless of the NASDAQ System, so long as such ownership is passive in naturetermination of this paragraph 4).

Non-Competition and Non-Solicitation. During the Term of the Agreement and for (a) For a period of 12 months five years after the Executive’s Termination Closing, the Seller shall not, and will cause its affiliates not to, engage directly or indirectly in any business that competes with the Operations as conducted on the Closing Date; provided, however, that nothing in this Agreement shall prohibit the Seller, from exercising any or all of its rights under the Services Agreement. (b) Each Party shall not, and shall not permit any of its affiliates to, directly or indirectly, recruit, solicit, or induce (or in any way assist another person or enterprise in recruiting, soliciting or inducing) any employee or agent of the other party or any of its affiliates (including, with respect to the Buyer, without limitation, any PTG Employees who are employed by the Buyer in connection herewith) to terminate his or her employment or other relationship with the other party or any of its affiliates during the period commencing on the Closing Date and terminating on the fifth anniversary of the date of the Services Agreement. The Seller may not, during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, hire any PTG Employee who accepts an offer of employment by the Buyer in accordance with the Buyer's obligations under Section 7(a), above. Nothing in this Section 12.4 shall limit the Buyer from hiring any PTG Employee as contemplated under Section 7(a). For a period of one year from the Closing Date, the Executive covenants and agrees that he Buyer shall not, without the express written consent and shall not permit any of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant its affiliates to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) indirectly, solicit the employment, consulting, assistance employment of any PTG Employee who receives any severance pay or services that related benefit from the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential InformationSeller. For purposes of this subparagraph (a)Section 12.4, services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision sole act of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, placing an advertisement in a customer or supplier of the Company newspaper advertising for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) an employment position shall not apply to any activity on behalf constitute an act of a business that is not a Competitorrecruiting, soliciting or inducing. (c) solicitEach party acknowledges that the covenants set forth in this Section 12.4 are an essential element of this Agreement and that, enticebut for the agreement of the party to comply with these covenants, persuade the other party would not have entered into this Agreement. The existence of any claim or induce any individual who is employed by cause of action which a party may have against the Company other party shall not constitute a defense or its affiliates (or was so employed within 90 days prior bar to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking enforcement of any of the covenants set forth in this Section 12.4. Each party has consulted with its counsel and, after such actions by any other individual or entityconsultation, agrees that the covenants set forth in this Section 12.4 are reasonable and proper. (d) directly or indirectly own an equity interest Each party agrees that the remedy at law for any breach of this Section 12.4 would be inadequate and that the other party shall be entitled to injunctive relief in addition to any Competitor (other than ownership remedy it may have upon breach of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)this Section 12.4.

Non-Competition and Non-Solicitation. During the Term In consideration of the Agreement promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to him/her, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during his/her employment with the Company and/or its subsidiaries and for a period the Restraint Period following the termination of 12 months after his/her employment with the Executive’s Termination DateCompany and/or its subsidiaries for any reason, the Executive covenants and agrees that he he/she shall not, without the express written consent on behalf of the Chief Executive Officer Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company: , whether as an agent or otherwise: (a) be Contact, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company and/or its subsidiaries, where such prospective customers, clients and/or patrons were in negotiations with the Company, and with whom the Grantee directly performed any services or had direct business dealings; (b) Contact, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company and/or its subsidiaries, where such prospective customers, clients and/or patrons were in negotiations with the Company, whose entity- or other customer-specific information the Grantee had access to and contact with as a result of the Grantee’s access to Company Confidential and Proprietary Information; (c) Solicit or induce, either directly or indirectly, any employee of the Company and/or its subsidiaries, with whom the Grantee had a business relationship and/or dealings, to leave the employ of the Company and/or its subsidiaries or become employed with or otherwise engaged by any person, entity or organization other than the Company and/or its subsidiaries; or take any action to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the employ of the Company and/or its subsidiaries become employed with or otherwise engaged by any person, entity or organization other than the Company and/or its subsidiaries; or hire or employ, or assist in the hiring or employment of, either directly or indirectly, any individual employed by the Company and/or its subsidiaries; (d) In the Restraint Area, become employed by, serve as a consultant to, or otherwise assist render services to or directly or indirectly provide services to a Competitor (defined below) if: (i) the employmentwhether for compensation or otherwise, consultingand whether as an employee, assistance or services that the Executive is to provide to the Competitor are the same asemployer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or substantially similar toin any other individual or representative capacity) own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential InformationCompeting Enterprise. For purposes of this subparagraph (aSub-paragraph 5(d), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit a “Competing Enterprise” means any entity, organization or attempt to solicit any party who is thenperson engaged, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or planning to become employed by engaged, in substantially the same or enter into contractual relations with any other individual similar business to that being conducted or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).actively and

Non-Competition and Non-Solicitation. During In consideration of Employee’s employment hereunder and the Term additional benefits derived by Employee as a result of this Agreement, Employee agrees to the following: (a) Employee hereby agrees that during the period commencing on the date hereof and ending on the date that is the later of (i) the second (2nd) anniversary of the Agreement date of the termination of Employee’s employment with the Company for any reason regardless of the circumstances thereof and (ii) in the case of a termination by the Company without Cause or a resignation by Employee for a period of 12 months Good Reason, if Employee receives benefits subsequent to the date twenty four (24) month after the Executive’s Termination Datetermination of employment pursuant to Section 6(e)(iv), the Executive covenants and agrees last day that he shall Employee receives benefits pursuant to such Section 6(e)(iv) (the “Noncompetition Period”), Employee will not, without the express written consent of the Chief Executive Officer Company, directly or indirectly, anywhere in the United States or in any foreign country in which the Company has conducted business, is conducting business or is presently contemplating conducting business, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, executive, agent or consultant, or in any other capacity), any business, organization or Person other than the Company (or any subsidiary or affiliate of the Company: (a) be employed by), serve as a consultant toincluding any such business, organization or Person involving, or otherwise assist or directly or indirectly provide services to which is, a Competitor (defined below) if: (i) the employmentfamily member of Employee, consultingwhose business, assistance activities, products or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, competitive with any of the business, activities, products or services that the Executive provided conducted or offered or proposed to be conducted or offered by the Company or its affiliates and are or will be within the Restricted Territory (as defined subsidiaries during any period in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who Employee is employed by the Company or any of its affiliates subsidiaries. Without implied limitation, the foregoing covenant shall be deemed to prohibit (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than through a general solicitation not targeted at the Company or its affiliatessubsidiaries) (a) hiring or engaging or attempting to hire or engage for or on behalf of Employee or any such competitor any employee of the Company, Parent or any of their direct and/or indirect subsidiaries, or any former employee of the Company, Parent or any of their direct and/or indirect subsidiaries who was employed during the six (6) month period immediately preceding the date of such attempt to hire or engage, (b) encouraging for or on behalf of Employee or any such competitor any such employee to terminate his or her relationship or employment with the Company, Parent or any of their direct and/or indirect subsidiaries, or (c) recruiting, soliciting or diverting for or on behalf of Employee or any such competitor any customer of the Company, Parent or any of their direct and/or indirect subsidiaries, or any former customer of the Company, Parent or any of their direct and/or indirect subsidiaries who was a customer during the six (6) month period immediately preceding the date of such recruitment, solicitation or diversion for the purpose of providing any business, activities, products or services the same as or substantially similar to the business, activities, products or services provided or offered by the Company. Notwithstanding anything herein to the contrary, Employee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise. Employee agrees that if a court of competent jurisdiction determines that any restriction, or portion thereof, set forth in this Section 7 is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section 7 shall remain in full force and effect. Employee further agrees that if a court of competent jurisdiction determines that any provision of this Section 7 is unenforceable, the remaining provisions of this Section 7 and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. Employee acknowledges that the restrictions contained in this paragraph in view of the nature of the Company’s business, are reasonable and necessary to protect the Company’s legitimate business interests and that any violation of this paragraph would result in irreparable injury to the Company, and that monetary damages may not be sufficient to compensate the Company for any economic loss which may be incurred by reason of breach of the foregoing restrictive covenants. In the event of a breach or a threatened breach by Employee of any provision in this paragraph, the Company shall be entitled to a temporary restraining order and injunctive relief restraining Employee from the commission of any breach, and to recover the Company’s attorneys’ fees, costs and expenses related to the breach or threatened breach. Nothing contained in this paragraph shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach, including, without limitation, the recovery of money damages, attorneys’ fees and costs. The restrictions in this paragraph shall each be construed as independent of any other provisions in this Agreement, and the Executive existence of any claim or cause of action by Employee against the Company, whether predicated on this Agreement or otherwise, shall not approach constitute a defense to the enforcement of this Agreement. If Employee violates any such employeeof the restrictions contained in this Section, either the restrictive period will be suspended and will not run in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with favor of Employee from the taking time of the commencement of any such actions by any other individual or entityviolation until the time when Employee cures the violation to the Company’s reasonable satisfaction. (db) directly During and after Employee’s employment, Employee shall cooperate fully with the Company in the defense or indirectly own an equity interest prosecution of any claims or actions now in any Competitor (other than ownership of 5% existence or less which may be brought in the future against or on behalf of the outstanding stock Company that relate to events or occurrences that transpired while Employee was employed by the Company. Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Employment, Employee also shall cooperate fully with the Company in connection with any investigation or review of any corporation listed on federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Employee was employed by the New York Stock Exchange Company. Subject to Section 17(d), the Company shall reimburse Employee for any reasonable fees and reasonable out-of-pocket expenses incurred in connection with Employee’s performance of obligations pursuant to this Section 7(b) and such cooperation shall be at reasonable times and upon reasonable advance notice. (c) Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the American Stock Exchange Board of the Company and without additional compensation or included consideration, any business prospects, contracts or other business opportunities that Employee may discover, find, develop or otherwise have available to Employee in the NASDAQ SystemCompany’s general industry and further agrees that any such prospects, so long as such ownership is passive in nature)contacts or other business opportunities shall be the property of the Company.

Non-Competition and Non-Solicitation. During Xxxxxx covenants and agrees that during the Term of the Agreement and for a period of 12 months after two years following the Executive’s Termination Datetermination of this Agreement, the Executive covenants and agrees that he shall not, will not directly or indirectly without the express prior written consent of the Chief Executive Officer of the CompanyTransamerica: (a) be employed byConsult with, serve as a consultant advise or otherwise participate, render services to or engage in any business similar to, or otherwise assist which competes with, the business now or directly then being conducted by Transamerica or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same asany of its Affiliates, or substantially similar to, have any interest (other than an interest of 1% or less of the services stock of a publicly traded corporation) or involvement in any such business, whether as an agent, employee, consultant, advisor, creditor, proprietor, partner, stockholder, officer, director or otherwise; notwithstanding the foregoing, Transamerica acknowledges that the Executive provided Xxxxxx currently serves, and will continue to the Company or its affiliates serve, as a director of The Xxxxxxx Xxxxxx Corporation and are or will be within the Restricted Territory (as defined Transamerica hereby waives any violation of Xxxxxx'x covenant set forth in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a)) arising from, services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of and consents to, such servicesservice as a director. (b) solicit Solicit from any present or attempt past customer, client or vendor of Transamerica or any of its Affiliates any business similar to solicit that now or then being conducted by Transamerica or any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor.its Affiliates; (c) solicitRequest or advise any present or future customer, enticeclient or vendor of Transamerica or any of its Affiliates to withdraw, persuade curtail or induce cancel its business dealings with Transamerica or any individual who is employed by the Company or of its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.Affiliates; or (d) directly Solicit, suggest to or indirectly own an encourage any present or future employee of Transamerica or any of its Affiliates to leave such employ for any reason whatsoever. Should any portion of this Section 10 be deemed unenforceable because of its scope, duration or territory, and only in such event, then the parties consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable in such jurisdiction by a court of competent jurisdiction after exhaustion of all appeals, to give this Section 10 its maximum permissible scope, duration and territory. It is hereby agreed that each breach of this Section 10 is a distinct and material breach of this Agreement and that solely a monetary remedy will be inadequate, impractical and extremely difficult to prove, and that each such breach will cause Transamerica irreparable harm. It is further agreed that, in addition to any and all remedies available at law or equity interest (including monetary damages and Transamerica's right to cease payments under this Agreement), Transamerica shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this Section 10 without the necessity of proving actual damages. Transamerica may pursue any of the remedies described in this Section 10 concurrently or consecutively in any Competitor (other than ownership order as to any such breach or violation, and the pursuit of 5% one of such remedies at any time will not be deemed an election of remedies or less waiver of the outstanding stock right to pursue any of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as other of such ownership is passive in nature)remedies.

Non-Competition and Non-Solicitation. During Corporation and the Term Shareholder hereby acknowledge, recognize and confirm that the nature of the Agreement and for a period of 12 months after Business is highly competitive, that the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent herein contained in this Section are part of the Chief Executive Officer bargained for consideration without which Purchaser would not consummate the Contemplated Transactions, that the covenants herein will not deprive Corporation or the Shareholder of a means by which they may earn a livelihood or otherwise cause undue hardship and that this Section is a reasonable and necessary means by which Purchaser must be able to protect its legitimate business interests and the goodwill and the customer and supplier relationships of the Company: (a) Business to be employed byacquired by it in connection with the Contemplated Transactions. Accordingly, serve as a consultant to, or otherwise assist or Corporation and Shareholder agree that neither Corporation nor Shareholder will directly or indirectly provide services to a Competitor during the ten (defined below10) if: year period following the Closing Date (the "Noncompetition Period") (i) engage in or actively prepare to engage in any Competing Business, whether such engagement is as an officer, director, proprietor, employee, partner, manager, member, investor (other than as a passive investor in less than five percent (5%) of the employmentoutstanding capital stock of a publicly traded corporation), consultingconsultant, assistance advisor, agent, representative, independent contractor, substantial creditor or services that otherwise anywhere in the Executive is to provide to the Competitor are the same asUnited States, Canada, Europe, Australia, Japan, China, or substantially similar to, any of Malaysia (the services that the Executive provided to the Company or its affiliates and are or will be within the "Restricted Territory (as defined in Attachment ATerritory"); or (ii) assist others in engaging in or preparing to engage in any Competing Business in the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes manner described in clause (i) of this subparagraph Section 4.10(a); or (a)iii) solicit the business of, services provided by others shall be deemed to have been provided by or trade with, any customers or prospective customers of Corporation in the Executive if the Executive had material supervisory responsibilities Restricted Territory with respect to the provision of such services. products sold by Corporation during the two (b2) year period immediately preceding the Closing Date; or (iv) induce, or otherwise solicit, any customers with whom Corporation has done business to terminate or otherwise curtail or impair their business relationship with Purchaser or Purchaser's Affiliates; or (v) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is an employee of Purchaser to terminate his or her employment with Purchaser or offer employment to or hire or engage any such individual while such person is employed by Purchaser or during the Company or its affiliates six (or was so employed within 90 days prior to the Executive’s action 6) month period thereafter. In addition, Corporation and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) Shareholder agree that neither Corporation nor Shareholder will directly or indirectly own an equity interest during the greater of (i) the two (2) year period following the Closing Date or (ii) the term of the Shareholder's employment with the Purchaser plus one (1) year, but in no event longer than ten (10) years (y) engage in or actively prepare to engage in any Competitor business in the Field, whether such engagement is as an officer, director, proprietor, employee, partner, manager, member, investor (other than ownership of as a passive investor in less than five percent (5% or less %) of the outstanding capital stock of any corporation listed on the New York Stock Exchange a publicly traded corporation), consultant, advisor, agent, representative, independent contractor, substantial creditor or the American Stock Exchange or included otherwise anywhere in the NASDAQ System, so long as such ownership is passive Restricted Territory; or (z) assist others in natureengaging in or preparing to engage in any business in the Field in the manner described in clause (y) of this Section 4.10(b).

Non-Competition and Non-Solicitation. During the Term In consideration of the Parent's and Acquisition Corp.'s agreement to enter into this Agreement and for the Acquisition Agreement, and as a period of 12 months after the Executive’s Termination Datecondition thereto, the Executive each Principal Shareholder covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companyas follows: (a) Each Principal Shareholder hereby acknowledges that it is or may be employed byfamiliar with the Companies' trade secrets and with other confidential information and such Principal Shareholder acknowledges and agrees that Parent, serve as a consultant toAcquisition Corp., or otherwise assist or directly or indirectly the Company and their respective Subsidiaries would be irreparably damaged if it were to provide services to a Competitor (defined below) if: (i) or otherwise participate in the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, business of any of the services that the Executive provided to person competing with the Company or any of its affiliates Subsidiaries in a similar business and are or will be within that any such competition by such Principal Shareholder would result in a significant loss of goodwill by Parent, Acquisition Corp., the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesCompany and their Subsidiaries. (b) solicit From the date hereof through and including the date eighteen months after the Offer Payment Date, no Principal Shareholder or attempt to solicit any party who is thenof its affiliates shall, directly or indirectly, own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or during in any other manner engage, anywhere in the 12-month period prior to Restricted Territories in any business engaged directly or indirectly the Executive’s Termination Date was, a customer ownership or supplier operation of the Company for retail clothing stores or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, other sales outlets providing similar clothing goods and services as those provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company and its Subsidiaries; PROVIDED THAT nothing herein shall prohibit (x) such Principal Shareholder or any of its affiliates (or was so employed within 90 days prior to the Executive’s action and from being a passive owner of not involuntarily terminated for any reason other more than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 52% or less of the outstanding stock of any class of a corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, which is publicly traded so long as none of such ownership is passive Persons has any active participation in nature).the business of such corporation or (y) Jeffrey A. Goodfriend from owning any interest in, managing, or cxxxxxxxxxx, xxxxxxxxxting in, consulting with, rendering services for, or engaging in any business; PROVIDED THAT during such eighteen-month period Jeffrey A. Goodfriend shall not, directly or indirectly, own or hxxx xxxxxx xxxxxxx xxer any retail clothing stores or other sales outlets providing similar clothing goods and services as those provided by the Company and its Subsidiaries with more than 20 stores. From the

Non-Competition and Non-Solicitation. (a) During the Original Term of the Agreement and for a period of 12 six months after the Executive’s Termination Datethereafter, the Executive covenants Management Parties and agrees that he their Affiliates shall not, without the express written consent directly or indirectly whether as an employee, consultant, partner, principal, agent, distributor, representative, stockholder or otherwise (except that collectively they may be a stockholder of the Chief Executive Officer not more than a 5% equity interest in a public company) (except when acting on behalf of the Company: (a) be employed by), serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, engage in any of the services that the Executive provided to activities in any country worldwide in which the Company or its affiliates and any Subsidiary then conducts business that are in competition with the Existing Business of the Company or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesany Subsidiary. (b) solicit During the Original Term and for a period of six months thereafter, the Executive Management Parties shall not directly or attempt to indirectly (i) solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf Subsidiary as a customer of a business that is not a Competitor. competitive to an Existing Business or (cii) solicit, entice, persuade or induce solicit any individual Person who is employed by the Company or its affiliates any Subsidiary of the Company, other than (or was so employed within 90 days prior A) persons previously known to the Executive’s action Executive Management Parties and/or (B) a secretary/administrative assistant who is employed by the Company or an Executive Management Party, or any of their respective Subsidiaries, to accept employment with any Executive Management Party or any entity controlled, owned or operated by any Executive Management Party. (c) The Executive Management Parties each acknowledge that the Company has no adequate remedy at law and not involuntarily terminated for would be irreparably harmed if any reason other than CauseExecutive Management Party breaches or threatens to breach any of the provisions of Section 20, Sections 21(a) or (b), or Section 22, and therefore the Executive Management Parties each agree that the Company or any Subsidiary, as the case may be, shall be entitled to temporary or permanent mandatory or injunctive relief, to terminate or refrain from renewing forestall any breach or extending threatened breach of any of those provisions and to specific performance of the terms of each of such employment provisions without the need to demonstrate irreparable injury or post bond or other security. The Executive Management Parties each further agree that they shall not, in any proceeding seeking injunctive or other equitable relief to become employed by enforce the provisions of Section 20, Sections 21(a) or enter into contractual relations with any other individual (b) or entity other than Section 22, raise the defense that the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitySubsidiary has an adequate remedy at law. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term In consideration of the Agreement payments set forth in paragraph 3, other consideration as provided herein and for other good and valuable consideration, to which you otherwise would not be entitled, you again represent and agree that you will comply with the following terms and conditions: For a period of 12 months after the Executive’s Termination Dateone year from September 30, the Executive covenants and agrees 2021, you agree that he you shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or not directly or indirectly provide render services in a role or position with duties and responsibilities similar to the position currently held with Wiley for any company or individual that competes with Wiley without first notifying and obtaining consent from Wiley’s General Counsel, which shall not be unduly withheld; provided, however, that it shall not be a Competitor (defined below) if: violation hereof for you to own and manage the interests held by you prior to your employment with Wiley as separately previously disclosed to Wiley or to have beneficial ownership of less than 1% of the outstanding amount of any class of securities listed on a national or foreign securities exchange or an inter-dealer quotation system; and For a period of one year from September 30, 2021, you agree that you shall not directly, or indirectly through another entity, (i) induce or attempt to induce any employee of Wiley or any affiliate to leave the employment, consulting, assistance employ of Wiley or services that the Executive is to provide to the Competitor are the same assuch affiliate, or substantially similar to, in any way interfere with the relationship between Wiley or any affiliate and any employee thereof; (ii) hire any person who was an employee of the services that the Executive provided to the Company Wiley or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)any affiliate at any time during your employment with Wiley; or (iiiii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit induce or attempt to solicit induce any party who is thencustomer, supplier, licensee, licensor, franchisee or other business relation of Wiley or any affiliate to cease doing business with Wiley or such affiliate, or during in any way interfere with the 12-month period prior to the Executive’s Termination Date wasrelationship between any such customer, a customer supplier, licensee, licensor, franchisee or supplier of the Company for business relation and Wiley or with whom the Executive any affiliate (including, without limitation, making any negative statements or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company communications about Wiley or its affiliates, and the Executive ). The provisions of this paragraph (7) shall not approach any such employee, either in person survive termination or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking expiration of any such actions by any other individual or entitythis Agreement. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During (a) Beginning on the Term of the Agreement Termination Date and for a period of 12 six (6) months after thereafter (the Executive’s Termination Date“Non-Compete Period”), the Executive covenants and agrees that he shall not, other than on behalf of the Company, directly or indirectly, without the express prior written consent of the Chief Executive Officer of the Company:, (ai) be employed by, serve engage in the “Geographic Area” (as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employmentas an employee, consultingagent, assistance consultant, advisor, independent contractor, proprietor, partner, officer, director or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or otherwise of; (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes have any ownership interest in (except for passive ownership of this subparagraph one percent (a), services provided by others shall be deemed to 1%) or less of any entity whose securities have been provided by registered under the Executive if Securities Act of 1933 or Section 12 of the Executive had material supervisory responsibilities with respect to Securities Exchange Act of 1934 or the provision securities laws of such any other jurisdiction); or (iii) participate in the financing, operation, management or control of: any firm, partnership, corporation, entity or business that engages or participates in a “competing business purpose.” The term “competing business purpose” shall mean health care integration tools and services. (b) solicit During the Non-Compete Period, Executive shall not, directly or attempt to solicit any party who is thenindirectly, or during without the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf written consent of the Company, provided that solicit, encourage or take any other action which is intended to induce or encourage, or has the restriction in this subparagraph (b) shall not apply effect of inducing or encouraging, any employee or customer of the Company or its subsidiaries to any activity on behalf of a business that is not a Competitorterminate his or her employment with or customer relationship to the Company or its subsidiaries. (c) solicit, entice, persuade or induce any individual who is employed by The Geographic Area shall mean anywhere in the world where the Company or any of its affiliates (or was so employed within 90 days prior to subsidiaries conducts business including, without limitation, the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityUnited States. (d) directly The covenants contained in the preceding paragraphs shall be construed as a series of separate covenants, one for each county, city, state, or indirectly own an equity interest any similar subdivision in any Competitor Geographic Area. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding paragraphs. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Section to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws. (e) Executive also acknowledges that the limitations of time, geography, and scope of activity agreed to in this Agreement are reasonable because, among other than ownership of 5% things, the Company is engaged in a highly competitive industry and Executive is receiving significant compensation pursuant to this Agreement. (f) Executive agrees that it would be impossible or less inadequate to measure and calculate the Company’s damages from any breach of the outstanding stock covenants set forth in this Section. Accordingly, Executive agrees that if he breaches any provision of this Section, the Company will have available, in addition to any other right or remedy otherwise available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any corporation listed on such provision of this Agreement. Executive further agrees that no bond or other security shall be required in obtaining such equitable relief, nor will proof of actual damages be required for such equitable relief. Executive hereby expressly consents to the New York Stock Exchange or issuance of such injunction and to the American Stock Exchange or included in the NASDAQ System, so long as ordering of such ownership is passive in nature)specific performance.

Non-Competition and Non-Solicitation. a. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he Restricted Period Seller shall not, without the express written consent and shall ensure that its Subsidiaries will not: i. conduct or engage in any Restricted Business; ii. acquire in whole or in part any business that conducts or engages in any Restricted Business; or iii. solicit, hire or otherwise engage any employees of the Chief Executive Officer Company or of one of the Company: 's Subsidiaries (a) be employed bycollectively, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)Employees; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction restrictions in this subparagraph (bSection 5.4.9(a)(iii) shall not apply to the hiring or engagement of any activity on behalf Restricted Employee if such Restricted Employee (x) responds to a bona fide general recruitment advertisement that was not specifically targeting any Restricted Employee, or (y) is under notice of termination of its employment as of the date of this Agreement, or (z) has been given notice of termination by his or her employer. b. Nothing in this Section 5.4.9 shall prevent Seller and|or any of its Affiliates from (in each case, in good faith): i. acquiring, or owning an investment of less than 10% of the issued and outstanding securities or interests convertible into securities in a Business that is engaged in Restricted Business; ii. acquiring or owning an investment in a business that is engaged in Restricted Business, provided that the revenues of such Restricted Business do not a Competitor.exceed 10% of the overall revenues of such acquired or owned business; or (c) solicitiii. conducting any business as conducted by Seller or any of its Subsidiaries, enticeother than the Business sold pursuant to this Agreement, persuade on or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive Closing Date. c. This Section 5.4.9 shall not approach apply to any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) Person that directly or indirectly own an equity interest in acquires Seller or any Competitor (other than ownership of 5% or less its Affiliates. d. If any court determines that any of the outstanding stock provisions of any corporation listed on this Section 5.4.9 is excessive in duration or scope or is unreasonable or unenforceable under applicable Law, it is the New York Stock Exchange intention of the Parties that such restriction may be modified or amended by the American Stock Exchange or included in court to render it enforceable to the NASDAQ System, so long as such ownership is passive in nature)maximum extent permitted by the Laws of that jurisdiction.

Non-Competition and Non-Solicitation. During (a) The Company agrees that, without the Term prior written consent of the Agreement and Buyer, for a period of 12 months after five (5) years immediately following the Executive’s Termination Closing Date, the Executive covenants Company will not, (i) directly or indirectly distribute and agrees sell asset tracking hardware in competition with the Business; or (ii) solicit for sale of asset tracking hardware (only) any person or entity that he is a customer of the Business as of the Closing Date or any person or entity that was a customer of the Business in the one-year period immediately prior to the Closing Date; provided, however, that nothing herein shall prohibit the Company from (x) distributing or selling products (including hardware) as part of a Bundled Solution), (y) distributing or selling products that are not in competition with the Business (as conducted on the date hereof) or (z) soliciting in connection with the activities contemplated by clause (x) or clause (y) any person or entity that purchased the Company’s asset tracking software or services (whether alone or in connection with hardware) at any time on or prior to the Closing Date. (b) For a period of five (5) years following the Closing, the Company shall not, without and shall cause its Persons who act at the express written consent request of or otherwise to the benefit of the Chief Executive Officer Company in connection with the recruitment, retention or hiring of employees not to, solicit or recruit any Business Group Employees. The foregoing shall not prohibit (i) a general solicitation to the public of general advertising or similar methods of solicitation not specifically directed at Business Group Employees or (ii) the Company from soliciting, recruiting or hiring any Business Group Employee who has ceased to be employed or retained by the Buyer (or who never becomes a Transferred Employee). (c) The Company acknowledges that since the Business involves technology that is used in products sold throughout the world, Buyer shall receive non-competition protection for the activities as defined in Section 5.4(a) worldwide. (d) If, at the time of enforcement of any of the Company:provisions of this Section 5.4 a court holds that the restrictions stated herein are unreasonable under the circumstances then existing or are otherwise illegal, invalid or unenforceable in any respect by reason of its duration, definition of geographic area or scope of activity, or any other reason, the parties hereto agree that the maximum period, scope or geographical area reasonable or otherwise enforceable under such circumstances shall be substituted for the stated period, scope or area. (ae) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) ifThe Company acknowledges that: (i) the employmentcovenants and the restrictions contained in this Section are necessary, consultingfundamental, assistance and required for the protection of the goodwill of the Business purchased by Buyer; (ii) such covenants relate to matters which are of a special, unique, and extraordinary character that gives each of such covenants a special, unique, and extraordinary value; and (iii) a breach of any of such covenants may result in irreparable harm and damages to Buyer which cannot be adequately compensated by a monetary award. Accordingly, it is expressly agreed that in addition to all other remedies available at law or services that in equity, Buyer shall be entitled to seek the Executive is to provide to the Competitor are the same asimmediate remedy of a temporary restraining order, preliminary injunction, or substantially similar to, such other form of injunctive or equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin any of the services that parties hereto from breaching any such covenant or provision or to specifically enforce the Executive provided provisions hereof. (f) Notwithstanding anything herein to the contrary, in the event the Company or one or more of its affiliates and are business units is acquired (including by merger, operation of law or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (dotherwise) directly or indirectly own by any Person or group of Persons (such an equity interest acquiring Person, a “Successor”), nothing in this Agreement shall prohibit any Competitor Successor from continuing to operate (other than ownership including to expand) any business operated by such Successor on or prior to the date such Successor acquired the Company (or any of 5% or less of its business unit(s)); provided that such Successor may not use the outstanding stock of any corporation listed on the New York Stock Exchange Company Retained IP Rights or the American Stock Exchange or included Intellectual Property rights associated with the Qtanium family of products otherwise in the NASDAQ System, so long as such ownership is passive in nature)violation of this Section 5.4.

Non-Competition and Non-Solicitation. During As further consideration for the Term purchase and sale of the Agreement Purchased Assets and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companyother transactions contemplated by this Agreement: (a) be employed byFor a period of three (3) years after the Closing Date, serve as a consultant toSellers shall not, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: indirectly, (i) develop, market or sell any product that competes with any Statcorp Product (a “Competitive Business”); (ii) engage in any Competitive Business as of the employmentClosing Date in any country in the world in which Sellers conducted the Business during the two years before the Closing Date; (ii) employ or hire any individual who is, consultingat the Closing, assistance or services that the Executive is to provide who has been, within six (6) months prior to the Competitor are the same asClosing, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the a Sellers Employee (a “Restricted Territory (as defined in Attachment APerson”); or (iiiii) call upon, solicit or communicate with any Restricted Person for the Confidential Information purpose or with the intent of enticing, or in a manner reasonably likely to which entice, such Restricted Person away from the Executive had access could reasonably be expected business of Buyer. Notwithstanding the foregoing: (x) Sellers may sell cuffs (whether or not such cuffs are purchased from Buyer) that are bundled with such other products of Sellers in substantially the same manner that Sellers sell cuffs that are bundled with other products prior to benefit the Competitor if Closing; (y) Seller may sell Statcorp Products and Services as requested by Buyer, whether under the Competitor were to obtain access to such Confidential Information. For purposes of Transition Services Agreement or otherwise; and (z) nothing set forth in this subparagraph (a), services provided by others Section 6.1(a) shall be deemed to have been provided be binding on any Person acquiring control of either or both of the Sellers following the date hereof or any Person acquiring, directly or indirectly, all or substantially all of the assets of Sellers. For the purposes of the foregoing sentence, “control” means (A) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise; or (B) the Executive if ownership, directly or indirectly, of at least fifty percent (50%) of the Executive had material supervisory responsibilities with respect to the provision voting securities or other ownership interests of such servicesa Person. (b) For a period of three (3) after the Closing Date, Sellers hereto shall, not directly or indirectly, solicit or attempt hire, or cause any third Person to solicit any party who is thenor hire, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor Buyer (other than ownership a Restricted Person who shall be subject to Section 6.1(a) above), provided, however, that general solicitation of 5% or less employment and employment resultant therefrom, not specifically directed at employees of the outstanding stock other Party, shall not be a violation of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)this Section 6.1.

Non-Competition and Non-Solicitation. During 9.1 Subject to the Term fulfilment of Clause 4.1, the Agreement and for a period Vendors undertake from the Completion Date to the expiry of 12 months after the Executive’s Termination Completion Date, the Executive covenants it will not and agrees that he shall notwill procure all its respective officers, employees, servants, agents, associates and representatives will not for their own benefit or on behalf of any other person without the express prior written consent of the Chief Executive Officer of the CompanyPurchaser: (a) carry on (whether alone or in partnership or joint venture with anyone else) or be employed by, serve as a consultant to, concerned with or otherwise assist interested any business carried by the Company in the PRC at any time within 12 months prior to the Completion Date or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any competitive with such business of the services that Company in the Executive provided to PRC save and except as a shareholder (for investment purposes only) holding not more than 5% directly or indirectly of the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes securities of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services.a company listed on a recognized stock exchange; (b) whether as principal, agent or servant canvass or solicit or attempt to solicit business from any party person who is thenwas a customer, or during the 12-month period prior to the Executive’s Termination Date wasclient, a customer agent or supplier of the Company for or with whom in the Executive (or PRC during the Executive’s subordinates) had Confidential Information or contact on behalf period of the Company, provided that the restriction in this subparagraph (b) shall not apply 12 months immediately prior to any activity on behalf of a business that is not a Competitor.Completion; (c) solicit, entice, persuade offer employment to any person who at the date of this Agreement or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days 12 months prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate Completion Date, is or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than had been an employee of the Company in the PRC and for so long thereafter as such employee shall remain in the employment of the Company in the PRC or its affiliates, and the Executive shall not approach any for a period of 6 months after leaving such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.employment; or (d) directly offer any inducement or indirectly encouragement to any such employee to cease to be so employed or to seek employment with any other employer or to become self-employed or to go into any partnership or business on his own an equity interest account in any Competitor (other than ownership of 5% or less the PRC. 9.2 Each of the outstanding stock restrictions contained in Clause 9.l is separate and distinct and is to be construed separately from the other restrictions. The Vendors hereby acknowledge that he/it considers such restrictions to be reasonable both individually and in aggregate and that the duration, extent and application of each of such restrictions are no greater than is necessary for the protection of the legitimate interests of the Purchaser and that the Consideration paid by the Purchaser under the terms of this Agreement takes into account and adequately compensates them for any corporation listed on restriction or restraint imposed hereby. However, in the New York Stock Exchange event that any such restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the American Stock Exchange period or included in area of application reduced, the NASDAQ System, so long Vendors hereby agree that such restriction shall apply with such modification as such ownership is passive in nature)may be necessary to make it valid.

Non-Competition and Non-Solicitation. During (1) The Employee acknowledges that in the Term Employee’s position of Vice President of FTG, the Employee occupies a position of trust and confidence. The Employee understands that the following restrictions may limit the Employee’s ability to earn a livelihood in a business which, directly or indirectly, compete with Corporation. However, the Employee agrees that the Employee will receive sufficient consideration and other benefits as an Employee of Corporation to clearly justify such restrictions which, in any event, given the Employee’s skills and ability will not prevent the Employee from earning a living. The Employee acknowledges that all restrictions contained in Section 5.3 are reasonable and valid for the adequate protection of the Agreement legitimate business interests and for a period goodwill of 12 months after the Executive’s Termination Date, the Executive covenants Corporation and agrees that he are no broader than is necessary to protect such interests and goodwill. (2) The Employee shall not, not (without the express prior written consent of the Chief Executive Officer Corporation) while employed by Corporation and for twelve (12) months after the termination of the CompanyEmployee’s employment, for any reason, provided such termination occurs during the Term of Employment, whether directly or indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (except for the Corporation), whether as principal, agent, stockholder or in any other capacity whatsoever carry on, or be engaged in, or have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business or which is in whole or in part competitive with any of the businesses carried on by the Corporation within the respective territories in which such businesses are then carried on (except for any equity share investment in a public company whose shares are listed on a recognized stock exchange where such share investment does not in the aggregate exceed 5% of the issued equity shares of such company). (3) The Employee shall not (without the prior written consent of the Corporation) while employed by Corporation and for twelve (12) months after the termination of the Employee’s employment, for any reason, provided such termination occurs during the Term of Employment, whether directly or indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (except for the Corporation), whether as a principal, agent, stockholder or in any other capacity whatsoever: (a) be employed by, serve as a consultant to, solicit or otherwise assist attempt to solicit any customer or directly or indirectly provide services to a Competitor (defined below) if: prospective customer for the purpose of (i) persuading or attempting to persuade any such customer to cease doing business or to curtail the employmentbusiness which such customer or prospective customer has customarily conducted or contemplating conducting with the Corporation (including any subsidiary, consulting, assistance or services that the Executive is including but not limited to provide to the Competitor are the same asICS, or substantially similar toany affiliated corporation), any whether or not the relationship between the Corporation and such customer or prospective customer was originally established in whole or in part through the efforts of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)Employee; or (ii) to solicit the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to business of such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with customer or prospective customer in respect to any products or services which are competitive with the provision of such servicesCorporation (including any subsidiary, including but not limited to ICS, or any affiliated corporation); or. (b) solicit or attempt to solicit or assist any party who is thenindividual or entity to solicit the employment or engagement of or otherwise entice away from the employment of the Corporation (including any subsidiary, including but not limited to ICS, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier any affiliated corporation) any employee of the Company for Corporation (including any subsidiary, including but not limited to ICS, or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitoraffiliated corporation). (c4) solicit, entice, persuade or induce The parties hereto agree that any individual who is employed breach by the Company Employee of this Section 5.3 shall be deemed to cause the Corporation irreparable harm which cannot adequately be compensated for in damages and that the Corporation in addition to all other remedies, shall be entitled to injunctive or its affiliates (or was so employed within 90 days prior other equitable relief to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending restrain such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitybreach. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During 5.1 The Executive recognizes and understands that in performing the Term duties and responsibilities of his employment as outlined in this Agreement, the Executive has been and shall be a key employee of the Corporation and shall occupy a position of high fiduciary trust and confidence, pursuant to which the Executive has developed and shall develop and acquire wide experience and knowledge with respect to all aspect of the business carried on by the Corporation and the manner in which such business is conducted. It is the expressed intent and agreement of the Executive and the Corporation that such knowledge and experience shall be used solely and exclusively in the furtherance of the business interest of the Corporation and its Affiliates and not in any manner detrimental to them. The Executive therefore agrees that so long as he is employed by the Corporation pursuant to this Agreement he shall not engage in any practice or business in competition with the business of the Corporation or any of its Affiliates, nor shall the Executive take any act that would result in a conflict of interest with respect to the Executive's duties under this Agreement. 5.2 The Executive covenants that the Executive shall not, during the term of this Agreement and for a period of 12 six (6) months after following the Termination of Employment, on the Executive’s Termination Dateown behalf or on behalf of any undertaking or business, whether directly or indirectly, in any capacity whatsoever, alone, through or in connection with any undertaking or business, in the Executive covenants and agrees that he shall notTerritory: (a) agree to be employed by or agree to provide services to any undertaking or business; (b) be engaged in or advise or invest in or give any financial assistance to any business or undertaking; (c) be engaged in or have any financial or other interest (including without limitation, without an interest by way of royalty or other compensation arrangements) in, or in respect of, any business or undertaking; or (d) advise, lend money to, guarantee the express written consent of debts or obligations of, or permit the Chief Executive Officer of Executive’s name or any part thereof to be used or employed by any person engaged or concerned with or interest in any business or undertaking, carried on within the CompanyTerritory which is in the same Business as the Corporation (the “Competing Business”). 5.3 Nothing in Section 5.2 shall: (a) be employed byconstrued as preventing the Executive from owning, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor not more than five percent (defined below5%) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services issued and outstanding securities of a corporation which is a Competing Business, provided that such securities are traded on any recognized stock exchange or in the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)over-the-counter market; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services.or (b) solicit prevent the Executive from being employed, engaged or attempt involved in or by any undertaking or business to solicit the extent that any party who is then, or during the 12-month period prior to of the Executive’s activities for such undertaking or business shall relate solely to matters of a type with which the Executive was not materially concerned within the 12 months immediately preceding the Termination Date was, a customer or supplier of Employment. 5.4 The Executive covenants that he shall not without the prior written consent of the Company for Corporation at any time during employment with the Corporation and a period of 12 months following the Termination of Employment, either alone or in partnership or jointly or in conjunction with whom the Executive (any Person, whether as principal, agent, partner, co- venturer, shareholder, investor, creditor, director, officer, employee, advisor, consultant or the Executive’s subordinates) had Confidential Information in any other capacity whatsoever, directly or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor.indirectly: (ca) employ, engage, offer employment or engagement to or solicit the employment or engagement of or entice away from or solicit, enticeinduce or encourage to leave the employment or engagement by the Corporation, persuade or induce any individual who is employed or engaged by the Company Corporation whether or its affiliates (or was so employed within 90 days prior to not such individual would commit any breach of the Executive’s action contract or terms of employment or engagement by leaving the employ or the engagement by the Corporation; and (b) procure or assist any person, company, partnership, trust or other entity to employ, engage, offer employment or engagement or solicit the employment or engagement of any individual who is employed or engaged by the Corporation or otherwise entice away from the employment or engagement of the Corporation any such individual. 5.5 The parties recognize that a breach by the Executive of any of the covenants contained in this Section 5 would result in damages to the Corporation and that the Corporation could not involuntarily terminated adequately be compensated for such damages by monetary award. Accordingly, the Executive agrees that in the event of any reason such breach, in addition to all other than Cause) remedies available to the Corporation at law or in equity and the Corporation shall be entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement. 5.6 The parties further agree that a breach by the Executive of any of the covenants contained in Sections 5.2, 5.4 and 6 of this Agreement constitute Just Cause for the Corporation to terminate or refrain from renewing or extending the Executive’s employment and shall nullify and make void the obligation of the Corporation to make the payments referred to in Section 7.4 of this Agreement and where such employment or payments have already been made, the Executive agrees to become employed by or enter into contractual relations with any other individual or entity other than reimburse the Company or its affiliatesCorporation the amount paid. Where the Executive fails to reimburse the Corporation, and the amount paid to the Executive shall be a debt due and owing from the Executive to the Corporation. 5.7 The parties agree that all restrictions in this Agreement are necessary and fundamental to the protection of the business of the Corporation and are reasonable and valid, and all defences to the strict enforcement thereof by the Corporation are hereby waived by the Executive. The restrictions contained in this Section 5 are in addition to and do not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by derogate from any other individual or entityduties and obligations (including fiduciary obligations) the Executive may have to the Corporation under any applicable laws. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During (a) None of Seller, the Term Signing Members, or any of their respective Affiliates, shall, directly or indirectly, anywhere in the Agreement and world for a period of 12 months after five (5) years from the Executive’s Termination Closing Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (ai) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to indirectly, anywhere in the world, engage as an owner, Representative or otherwise, in any business that derives more than an incidental amount of its revenue from operating a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)Competitive Business; or or (ii) call on, solicit, service, entice or persuade or otherwise cause, induce or attempt to call on, solicit, service, entice or persuade, or enter into or be a party to any contract or other arrangement with, any customer, partner, supplier, licensee, licensor, consultant or other business relation (each, a “Business Relation”) of Buyer who was a Business Relation of Buyer or Seller at any time during the Confidential Information two (2) years prior to which the Executive had access could signing of this Agreement, that would reasonably be expected to benefit cause such Business Relation to cease doing business with Buyer or to otherwise interfere with such Business Relation’s relationship with Buyer; provided, that the Competitor if foregoing shall not prohibit the Competitor were solicitation of any such Business Relation in the conduct of a business that is unrelated to obtain access a Competitive Business and in a manner that would not reasonably be expected to adversely affect the relationship of such Business Relation with the business of Buyer. (b) Neither Seller nor the Signing Members shall, directly or indirectly, anywhere in the world for a period of two (2) years from the Closing Date (the “Restricted Period”), (A) employ or hire away any employees or independent contractors of Buyer or (B) solicit or communicate with any such Buyer employee or independent contractor for the purpose or with the intent of enticing, or in a manner reasonably likely to entice, such Person away from Buyer; provided, that this Section 8.12 shall not at any time prohibit (x) Seller or the Signing Members from soliciting or hiring any such Person whose employment with Buyer was terminated by Buyer more than six (6) months prior to such Confidential Informationtime or (y) the placement of advertisements in publications of general circulation not directed at any such Person. (c) Notwithstanding the foregoing: (i) nothing contained in this Section 8.12 or otherwise shall prohibit Seller or the Signing Members from owning, directly or indirectly, solely as a passive investment, (i) securities of any Person that offers services similar to the Services provided by Seller, if Seller, the Signing Members or their respective Affiliates do not, directly or indirectly, own more than one percent (1%) of any class of securities of such Person; and (ii) for avoidance of doubt, this Section 8.12 shall not prohibit Signing Members from providing services as an employee or independent contractor of Buyer or its Affiliates. (d) The Restricted Period shall be automatically extended by the number of days that Seller, the Signing Members and/or any of their respective Affiliates are in litigation or a good faith dispute with Buyer regarding the alleged violation of the provisions of this Section 8.12. For purposes of this subparagraph (a)Section 8.12, services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision term “Buyer” means Buyer and any present or future Affiliate of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, Buyer and the Executive shall not approach term “Seller” means Seller and any such employee, either in person present or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking future Affiliate of any such actions by any other individual or entitySeller. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed byFor a twenty-four (24) month period following the Closing Date, serve as Seller shall not (1) solicit Business Customers for financial products or services of the type included in the Purchased Assets or the Assumed Liabilities on the basis of their being or having been a consultant toBusiness Customer (e.g., through use of a list of Business Customers), or otherwise assist (2) establish, acquire, maintain or directly operate any business that is competitive with the Transferred Business within the Restricted Territory; provided, however, that, for the avoidance of doubt, this Section 7.7(a) shall not prohibit or indirectly provide services to a Competitor (defined below) if: in any way limit Seller or any of its Affiliates, after the Closing Date, from (i) offering products and services to customers as part of the employmentbusinesses of Seller and its Affiliates that are not being sold pursuant to this Agreement, consultingincluding the conduct of the Retained Businesses, assistance the Excluded Assets or services that the Executive is to provide to Excluded Liabilities and any business of Seller conducted on a national or regional basis so long as such activities do not involve the Competitor are solicitation of customers described in the same aspreceding clause (1) or the activities restricted in the preceding clause (2); (ii) purchasing or acquiring (through merger, stock purchase or purchase of all or substantially similar to, any all of the services assets or otherwise), a person (an “Acquisition Target”) that, directly or indirectly, engages in an existing business that is competitive with the Executive provided to the Company or its affiliates and are or will be within Transferred Business in the Restricted Territory (as defined such existing business of such person, a “Competing Banking Business”) and continuing to operate such Competing Banking Business; provided that the aggregate earnings of the Competing Banking Businesses in Attachment A)the Restricted Territory of the Acquisition Target prior to the consummation of such purchase or acquisition by Seller or any of its Affiliates shall not be greater than fifty percent (50%) of such Acquisition Target’s aggregate earnings overall; or (iiiii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities undertaking general advertising or marketing campaigns with respect to products or services as a result of the provision acquisition of such services. (ba Competing Banking Business as permitted hereby. This Section 7.7(a) solicit does not, in any way, restrict or attempt to solicit any party who is then, or during the 12-month period prior impede Seller from exercising protected rights to the Executive’s Termination Date was, a customer extent that such rights cannot be waived by agreement or supplier of the Company for or from complying with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Companyany applicable Law, provided that the restriction in this subparagraph (b) shall such compliance does not apply to any activity on behalf of a business exceed that is not a Competitorrequired by such Law. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term In consideration of the Parent's and Acquisition Corp.'s agreement to enter into this Agreement and for the Acquisition Agreement, and as a period of 12 months after the Executive’s Termination Datecondition thereto, the Executive each Principal Shareholder covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companyas follows: (a) Each Principal Shareholder hereby acknowledges that it is or may be employed byfamiliar with the Companies' trade secrets and with other confidential information and such Principal Shareholder acknowledges and agrees that Parent, serve as a consultant toAcquisition Corp., or otherwise assist or directly or indirectly the Company and their respective Subsidiaries would be irreparably damaged if it were to provide services to a Competitor (defined below) if: (i) or otherwise participate in the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, business of any of the services that the Executive provided to person competing with the Company or any of its affiliates Subsidiaries in a similar business and are or will be within that any such competition by such Principal Shareholder would result in a significant loss of goodwill by Parent, Acquisition Corp., the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesCompany and their Subsidiaries. (b) solicit From the date hereof through and including the date eighteen months after the Offer Payment Date, no Principal Shareholder or attempt to solicit any party who is thenof its Affiliates shall, directly or indirectly, own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or during in any other manner engage, anywhere in the 12-month period prior to Restricted Territories in any business engaged directly or indirectly the Executive’s Termination Date was, a customer ownership or supplier operation of the Company for retail clothing stores or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, other sales outlets providing similar clothing goods and services as those provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company and its Subsidiaries; provided that nothing herein shall prohibit (x) such Principal Shareholder or any of its affiliates (or was so employed within 90 days prior to the Executive’s action and Affiliates from being a passive owner of not involuntarily terminated for any reason other more than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 52% or less of the outstanding stock of any class of a corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, which is publicly traded so long as none of such ownership Persons has any active participation in the business of such corporation or (y) Jeffrey A. Goodfriend from owning any interest in, managing, ox xxxxxxxxxxx, xxxxxxipating in, consulting with, rendering services for, or engaging in any business; provided that during such eighteen-month period Jeffrey A. Goodfriend shall not, directly or indirectly, own ox xxxx xxxxxx xxxxxxx over any retail clothing stores or other sales outlets providing similar clothing goods and services as those provided by the Company and its Subsidiaries with more than 20 stores. From the date hereof through and including the third anniversary of the Offer Payment Date, no Principal Shareholder or any of its Affiliates shall, directly or indirectly, use the name "Goodfriend," "Goody's," or any derivative thereof or Robert M. Xxxxxxxxxd's or his immediate family members' names xx xxxxxxxxxx xx xxx xusiness. From and after the date hereof, no Principal Shareholder shall, directly or indirectly, use the name "Goody's" in any business in the clothing industry so long as the Company or any of its affiliates, successors or assigns is passive in nature)then using such name. For purposes of this Agreement, "Restricted Territories" shall mean the States of Alabama, Arizona, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kentucky, Kansas, Louisiana, Missouri, Mississippi, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia and any other state the Company or any of its Subsidiaries currently proposes to conduct business. Each Principal Shareholder acknowledges that the Company's and its Subsidiaries' businesses has been conducted or is presently proposed to be conducted throughout the Restricted Territories and that the geographic restrictions set forth above are reasonable and necessary to protect the goodwill of the Company's and its Subsidiaries' businesses.

Non-Competition and Non-Solicitation. During the Term In consideration of the Agreement salary paid to the Significant Employee by the Company and subject to applicable law, the Significant Employee agrees that during the term of the Employment and for a period of 12 months after one (1) year following the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent termination of the Chief Executive Officer of the CompanyEmployment for whatever reason: (a) be employed byThe Significant Employee will not approach clients, serve as a consultant to, customers or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any contacts of the services that the Executive provided to the Company or its affiliates and are other persons or will be within entities introduced to the Restricted Territory (Significant Employee in the Significant Employee’s capacity as defined in Attachment A); or (ii) a representative of the Confidential Information to which Company for the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by doing business with such persons or entities which will harm the Executive if business relationship between the Executive had material supervisory responsibilities with respect to the provision of Company and such services.persons and/or entities; (b) solicit The Significant Employee will not assume employment with or attempt to solicit provide services as a director or otherwise for any party who is thenCompetitor, or during the 12-month period prior to the Executive’s Termination Date wasengage, a customer whether as principal, partner, licensor or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Companyotherwise, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor.; and (c) solicitThe Significant Employee will not seek, enticedirectly or indirectly, persuade or induce any individual who is employed by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or its affiliates (after the date of such termination, or in the year preceding such termination. The provisions contained in Section 10 are considered reasonable by the Significant Employee and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was so employed within 90 days prior deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the Executive’s action and not involuntarily terminated termination of this Agreement for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than reason. In the Company or its affiliatesevent the Significant Employee breaches this Section 10, the Significant Employee acknowledges that there will be no adequate remedy at law, and the Executive Company shall not approach be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any such employeeevent, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityCompany shall have right to seek all remedies permissible under applicable law. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During (a) You agree that for the Term of one (1) year period following the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall Retirement Date you will not, without the express prior written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant become associated with, or engage in any “Restricted Activities” with respect to, any “Competing Enterprise,” as such terms are hereinafter defined, whether as an officer, director, employee, principal, partner, agent, consultant, independent contractor or otherwise assist or directly or indirectly shareholder. Notwithstanding the foregoing, it will not be a violation of this Agreement if you serve on the board of directors of an Approved Company (as hereinafter defined) and provide services advice and counsel to a Competitor (defined below) if: such Approved Company in such capacity, provided that (i) the employment, consulting, assistance or services that the Executive is to provide your service to the Competitor are Approved Company does not cause you to otherwise violate the same asterms of this Agreement, or substantially similar toincluding (x) the non-solicitation provision in Section 9(b) hereof, any and (y) the confidentiality provisions of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or Section 8 hereof, and (ii) in the Confidential Information event your service to which the Executive had access Approved Company causes you to consider (or could reasonably give the appearance of causing you to consider) anything but the best interests of Employer with regard to your Consulting Services as described further below in Section 10, you will promptly notify the Employer so that a resolution reasonably satisfactory to Employer can be expected to benefit implemented, and (iii) from the Competitor if date you execute this Agreement until the Competitor were to obtain access expiration of the one (1) year period following the Retirement Date, the Approved Company does not issue, release, file or post an announcement regarding your affiliation with the Approved Company or providing biographical information about you or your qualifications for service with the Approved Company, unless the Employer consents in writing to such Confidential Informationissuance, release, filing or posting, which consent shall not be unreasonably withheld. For purposes As used herein, Approved Company means a company approved by Employer in writing after request made by you, which approval Employer shall not unreasonably withhold in the case of this subparagraph (a), services provided the first such request by others shall be deemed to have been provided you and which approval Employer may withhold in its sole discretion if it is the second or later such request made by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesyou. (b) You agree that for the two (2) year period following the Retirement Date you will not, without the prior written consent of the Company, solicit or attempt to solicit for employment with or on behalf of any party who is thenCompeting Enterprise, or during the 12-month period prior to the Executive’s Termination Date wasany other organization or enterprise, a customer or supplier any employee of the Company for or with whom any of its affiliates or any person who was formerly employed by the Executive (Company or any of its affiliates within the Executivepreceding six months, unless such person’s subordinates) had Confidential Information employment was terminated by the Company or contact on behalf any of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitorsuch affiliates. (c) solicit“Competing Enterprise,” for purposes of this agreement, enticeshall mean any person, persuade corporation, partnership, venture or induce any individual who other entity which is employed engaged in the business of managing, owning, leasing, or joint-venturing multifamily rental real estate within 30 miles of multifamily rental real estate owned or under management by the Company or its affiliates (affiliates. “Restricted Activities,” for purposes of this agreement, shall mean executive, managerial, directorial, administrative, strategic, business development or was so employed within 90 days prior supervisory responsibilities and activities relating to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliatesaspects of multifamily rental real estate ownership, management, multifamily rental real estate franchising, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitymultifamily rental real estate joint-venturing. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During As a material consideration for the Term of Severance, and in addition to any similar obligations you have under the Agreement and for a Employee Invention Agreement, you hereby specifically agree with Versant that, during any period of 12 months after the Executive’s Termination Datetime in which you are receiving Severance from Versant under Section 4 hereof, the Executive covenants and agrees that he you shall not, without the express written consent of the Chief Executive Officer of the Company: directly or indirectly: (a) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, engage in any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory Competing Business (as defined in Attachment Abelow); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt induce any of the employees, independent contractors or agents of Versant or any of its subsidiaries to solicit end or diminish their relationships with or services to Versant or any party who is thenof its subsidiaries, nor shall you solicit, recruit or otherwise induce any such person to perform services for you or for any other person or entity. The foregoing non-solicitation obligation extends to all employees, independent contractors and agents of Versant and all Versant’s subsidiaries, business units and/or divisions. A “Competing Business” means the business of developing, supporting, marketing, distributing, licensing, or otherwise providing database management software or related maintenance, support or consulting services. You agree with Versant that, before you commence any employment or other services for any company or business (other than Versant) during the 12-month any period prior to the Executive’s Termination Date wasof time in which you are receiving Severance from Versant under Section 4 hereof, a customer or supplier you will first notify Versant in writing of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf specific nature of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become other services and the identity of the company or business for whom you will provide such services or be employed by (the “Employment Notice”) so that Versant may decide whether it believes that such services or enter into contractual relations employment will constitute a Competing Business. In the event that you engage in a Competing Business, you will immediately cease to be entitled to receive any further Severance and your right to exercise your Versant options will immediately terminate. Provided you have complied with any other individual or entity other than your obligation to give Versant the Company or its affiliatesEmployment Notice, and the Executive shall if you thereafter engage in a Competing Business described in an Employment Notice you will not approach any such employee, either be deemed to be in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking breach of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, this Section 7 so long as such ownership you promptly reimburse Versant for any Severance you received to which you are not entitled under this Section 7. Nothing in this Section 7 is passive intended to modify your consulting obligations under Section 5 hereof. In addition, nothing in nature)this Agreement is intended to release you from any of your obligations under the Employee Invention Agreement or from any other fiduciary or other duty (at law or otherwise) to refrain from disclosing or using (or permitting others to use) any confidential or proprietary information or technology of Versant or any trade secrets of Versant.

Non-Competition and Non-Solicitation. During 11.1 The Executive hereby agrees with the Term of Company that he shall not during the Agreement Appointment hereunder and for within a period of 12 twelve (12) months after upon him ceasing to be an executive of the ExecutiveCompany in all territories where the Company or any Group Company operates or carries on business at the time of the termination of this Agreement (hereinafter referred to as the “Territories”) directly or indirectly, except with the Company’s Termination Dateprior written consent: (i) either on his own account or for any other person directly or indirectly solicit, interfere with or endeavour to entice away from any Group Company any person who to his knowledge is now or has been a client, customer or employee of, or in the habit of dealing with, any Group Company; (ii) save for his current interests either alone or jointly with or as a manager, agent for or employee of any person, directly or indirectly carry on or be engaged or concerned or interested in any business which shall be in direct competition with the business carried on by any Group Company at the date hereof or as at the time of cessation of employment (as the case may be) (the “Relevant Business”); and (iii) act as an executive or director or otherwise of any other person, firm or company engaging directly or indirectly in the Relevant Business which is in competition with the business of any Group Company. 11.2 The Executive hereby agrees with the Company that he shall not during the Appointment hereunder and upon him ceasing to be an executive of the Company directly or indirectly, except with the Company’s prior written consent disclose to any person, or himself use for any purpose, and shall use his best endeavours to prevent the publication or disclosure of, and information concerning the business, accounts or finances of any Group Company or other Confidential Information, or any of its clients’ or customers’ transactions or affairs, which may, or may have, come to his knowledge. 11.3 In the event that any of the covenants in Clause 11.1 is held by a tribunal of competent jurisdiction to be void as being in unreasonable restraint of trade, the Executive shall not directly or indirectly at any time after the termination date of the Appointment hereunder for a term of twelve (12) months in the Territories undertake any of the above activities described in Clause 11.1 with the intent that the provisions for and reference to herein of: (i) the alternative periods; and (ii) the alternative and cumulative parts of the Territories, shall be construed and/or be deemed as a number of separate covenants and independent of each other and capable of severance without altering the meaning of the words being severed not forming a part of the main purport and substance of the covenants. 11.4 Since the Executive may also obtain in the course of his appointment by reason or services rendered for any related corporation of the Company knowledge of the trade secrets or other Confidential Information of such related corporation the Executive hereby agrees that he shall not, without at the express written consent request and cost of the Chief Company enter into a direct agreement or undertaking with such related corporation whereby he shall accept restrictions corresponding to the restrictions herein contained (or such of them as may be appropriate in the circumstances) in relation to such business and such area and for such period as such related corporation may reasonably require for the protection of its legitimate interests. 11.5 The Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services acknowledges that the Executive is to provide restrictions contained in this Clause are reasonable and that substantial damage will be caused to the Competitor are Company in the same as, or substantially similar to, event of any violation of any of the services provisions of this Clause by him. 11.6 The Executive agrees and acknowledges that the Executive provided to damages alone will not be an adequate remedy for the Company or its affiliates and are or will be within and/or the Restricted Territory (as defined Group in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes event of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier breach of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of restrictions set forth in this Clause, and that in addition to all other remedies available to the Company, provided that in the restriction in this subparagraph (b) shall not apply to any activity on behalf event of a business that is not breach or a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking threatened breach of any such actions by restriction, the Company may obtain temporary, preliminary and permanent injunctions against any other individual or entityand all such actions. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed bySubject to the applicable Laws, serve as a consultant toduring the Restraint Period, or otherwise assist or each Shareholder (including Series A Holders on an as-exercised basis with respect to the A Round Warrants that have been paid in RMB, but excluding Media Global) and its Affiliates (which, with respect to Daojia, shall include Xx. Xxxxxxx Xxxx and his Affiliates but exclude other shareholders of Daojia) may not, directly or indirectly provide services to a Competitor (defined below) ifindirectly, either alone or in association with others: (iA) provide any services, directly or acting through others, to any Company Restricted Person (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise) within the employmentRestraint Area, consulting(B) canvas, assistance solicit or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to entice away from the Company or its affiliates Subsidiaries (i) any person who is employed or engaged by the Company or its Subsidiaries at any time during the Restraint Period or (ii) the business or patronage of any of the clients, customers, members or accounts, or prospective clients, customers, members or accounts, of the Company and/or any of its Subsidiaries that is or were contacted, solicited or served by the Company and/or any of its Subsidiaries in connection with the Shareholders’ relationship during the term of this Agreement. Each Shareholder (including Series A Holders on an as-exercised basis with respect to the A Round Warrants that have been paid in RMB, but excluding Media Global) may not, directly or indirectly, either alone or in association with others, acquire any securities or otherwise invest in any Company Restricted Persons. Each Shareholder (including Series A Holders on an as-exercised basis with respect to the A Round Warrants that have been paid in RMB, but excluding Media Global) agrees to promptly disclose any conflicts of interest that may arise with respect to its participation in the parties’ relationship. Without limiting any other remedy at law or in equity to which the Company is or may be entitled, if any Series A Holder (including Series A Holders on an as-exercised basis with respect to the A Round Warrants that have been paid in RMB), Series B Holder, or Series C Holder or its respective Affiliate does not comply with this Section 3.01, such Preferred Holder and are its Affiliates shall automatically cease to be entitled to the right to appoint a director and to appoint a Board observer under Section 2.02, inspection rights under Section 4.02 and information rights under Section 4.01 (in each case, if applicable), other than the right to receive audited and certified consolidated financial statements and a management report for the Group Companies for each fiscal year as stated under Section 4.01(a) within ninety (90) days after the end of each fiscal year of the Company. The Parties hereto agree that, with respect to Sequoia and Momo, the aforementioned adverse consequences shall be the exclusive remedy by any other Party against Sequoia or will be within the Restricted Territory Momo (as defined applicable) and its Affiliates for any non-compliance by Sequoia or Momo (as applicable) and its Affiliates under Section 3.01. (b) Subject to the applicable Laws, the Company shall by entering into employment or non-compete agreements with the relevant Person or other means, procure that (A) each of the Members of Management and the Key Employees (“Non-Compete Persons”) shall devote their full time and attention to the business of the Group Companies and will use their best efforts to develop the business and interests of the Group Companies, and (B) for so long as any Non-Compete Person remains a director, officer, employee or a direct or indirect holder of shares of any Group Company, and for two (2) years after such Non-Compete Person is no longer a director, officer, employee or a direct or indirect holder of Shares of any Group Company, each Non-Compete Person shall not, and shall cause each of their Affiliates not to, directly or indirectly, for its own benefit or the benefit of any Person, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, or participate in Attachment Athe ownership, management, become interested in or associate with, operation or control of, any business, that competes with the Business engaged by the Group Companies; provided, however, the Parties acknowledge that each of Xx. Xxxxxxx Xxxx and Xx. Xxxx An is and will continue to be an officer of Daojia and will spend a portion of his and her time on Daojia’s other businesses. Only for the purpose of this Section 3.01(b), the “Business” shall mean (a) the home services and (b) the ongoing platform business in the main mobile applications of 58 Daojia Life Service Inc. and its Subsidiaries as of the date when the Non-Compete Person ceases to be a director, officer, employee or a direct or indirect holder of shares of any Group Company. (c) Notwithstanding the foregoing and anything to the contrary contained herein, with respect to Sequoia and Momo, the restrictions under this Section 3.01, shall not apply to (i) any direct or indirect purchase of or subscription for any Equity Securities that are listed on a recognized stock exchange for so long as Sequoia or Momo (as applicable) or its applicable Affiliate has no board seat, and such purchase or subscription does not result in Control over such Company Restricted Person, (ii) any interest received as a result of any share subdivision, share dividends, bonus issue, value adjustment (e.g. an earn-out), anti-dilution adjustments or similar actions or mechanisms, (ii) any investments made by Sequoia or Momo (as applicable)or its Affiliates prior to the date of the Series B Initial Closing (each an “Existing Investment”), including any further investments made in connection with any Existing Investment, (iv) any Company Restricted Person spun off from any Existing Investment, and (v) any interest received as consideration in any merger, amalgamation, acquisition or other similar transaction. Notwithstanding anything to the contrary hereunder, the restrictions set forth under this Section 3.01 applicable to Sequoia or Momo (as applicable) and its Affiliates shall terminate upon the earlier of (i) Sequoia or Momo (as applicable) and its Affiliates in aggregate ceasing to hold 50% or more of the Equity Securities in the Company that they hold immediately after the Series B Initial Closing; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf initial public offering of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During (a) The Executive agrees and acknowledges that the Confidential Information that the Executive will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. (b) The Executive hereby agrees and covenants that he shall not without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below: (1) Recruit or solicit any employee of, or independent contractor engaged by the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement with the business of the Company; (2) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the business of the Company; or (3) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company. With respect to the activities described in Paragraphs (1), (2) and (3) above, the restrictions of this Section 13(b) shall continue during the Employment Period and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: one (a1) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesyear thereafter. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During a) The Provider agrees that during the Term period of the this Agreement and for a period of 12 twelve (12) months after from the Executive’s Termination Datelast payment of compensation to the Provider by the Company, the Provider and the Executive covenants shall not engage in or participate in any entity in the oil and agrees gas industry that he shall notcompetes, without directly or indirectly, with the express written consent businesses of the Chief Company or any affiliate in the Company, provided, however, that the Provider and Executive Officer shall not be precluded from competing with the business of the Company: (a) be employed by, serve Company in the event of a termination of this Agreement as a consultant toresult of a material breach by the Company of the provisions of this Agreement, or otherwise assist in the event that this Agreement is terminated or directly or indirectly provide services deemed to a Competitor be terminated by the Company without cause (defined below) if: (i) including without limitation, pursuant to paragraph 6 hereof). In particular, the employment, consulting, assistance or services that Provider and the Executive agree that for as long as this non-compete provision is to provide to in effect their services in connection with the Competitor are possibility of entering into a contract with Genel Enerji A.^. in connection with the same as, or substantially similar to, any of Taq Taq oil field in Iraq (the services that the Executive provided “Genel Deal”) will be offered exclusively to the Company or its affiliates and are or will be within that neither the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which Provider nor the Executive had access could reasonably be expected to benefit shall pursue the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities Genel Deal with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity anyone other than the Company or its affiliatesassist anyone other than the Company to pursue the Genel Deal. b) Notwithstanding anything to the contrary contained herein the Provider and Executive may, and the Executive shall not approach any such employeewithout being deemed to compete, either in person directly or through electronic or social mediaindirectly, for any such purpose or authorize or knowingly cooperate with the taking businesses of the Company or any affiliate in the Company, own not more than five percent (5%) of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less class of the outstanding stock securities of any corporation listed on a securities exchange or traded in any over-the-counter market. c) The Provider and Executive agree that for a period of twelve (12) months following the New York Stock Exchange termination hereof for any reason whatsoever, the Provider and Executive will not, whether as principal, agent, consultant, employee, employer, director, officer, shareholder or in any other individual or representative capacity, solicit or attempt to retain in any way whatsoever any of the American Stock Exchange employees of the Company or included of any affiliates in the NASDAQ SystemCompany, so long provided however, that the Provider and Executive shall not be precluded from soliciting or retaining employees of the Company in the event of a termination of this Agreement as such ownership is passive in nature).a result of a material breach by the Company of the

Non-Competition and Non-Solicitation. During (a) Seller Parent and each Seller hereby agrees that, during the Term period commencing on the Closing Date and expiring on the second (2nd) anniversary of the Agreement and for a period of 12 months after the Executive’s Termination Closing Date, the Executive covenants Seller Parent and agrees that he each Seller shall not, without the express written consent and each of the Chief Executive Officer them shall cause its controlled Affiliates and its and their respective directors, officers, managers and employees acting or purporting to act on behalf of the Company: (a) be employed by, serve as a consultant Seller Parent or its Affiliates not to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: indirectly, without Buyer’s prior written consent, solicit for hire or engagement, or hire or engage, any (i) individual who is a Business Employee or independent contractor of the employmentBusiness as of the date hereof, consulting, assistance or services that as of the Executive is to provide to the Competitor are the same asClosing Date, or substantially similar toboth, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) employee or independent contractor of Buyer or any of its Affiliates with whom Seller Parent, any Seller or any of their respective Affiliates, directors, officers, managers or employees came into direct contact in connection with the Confidential Information transactions contemplated hereby (any Person covered by (i) and (ii) hereof, a “Covered Person”), or encourage or induce any Covered Person to which terminate his or her employment or engagement with the Executive had access could reasonably be expected to benefit applicable member of the Competitor if Buyer Group, or in any way interfere with the Competitor were to obtain access relationship between such Person and the applicable member of the Buyer Group; provided, however, that the foregoing solicitation restriction shall not prohibit such Seller or its controlled Affiliates from (x) (1) placing broadly disseminated general advertisements for employment not specifically directed at Business Employees or independent contractors of the Business, and (2) hiring any individual who responds to such Confidential Information. For purposes advertisement, provided that such individual was not, during the prior six (6) months, a salaried employee of the Buyer Group, and provided that such Seller or controlled Affiliate continues to comply with the other provisions of this subparagraph (aSection 5.13(a), services provided by others shall be deemed or (y) soliciting for hiring or engagement or hiring or engaging any Business Employee whose employment with Buyer or its Affiliates terminated at least six (6) months prior to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicessolicitation or hiring. (b) solicit or attempt to solicit any party who is then, or Seller Parent and each Seller hereby agrees that (A) during the 12-month period prior to commencing on the Executive’s Termination Closing Date was, a customer or supplier and expiring on the fifth (5th) anniversary of the Company for Closing Date, Seller Parent and each Seller shall not, and each of them shall cause its controlled Affiliates and its and their respective directors, officers, managers and employees acting or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact purporting to act on behalf of Seller Parent or its Affiliates not to, directly or indirectly, (i) call on, solicit, or service any client, customer, supplier, vendor, licensee, licensor, franchisee, distributor, channel partner, implementation partner, professional services partner or other business relation or, to the CompanyKnowledge of Sellers as of the Closing Date, provided that prospective client or customer of any Purchased Company or the restriction Purchased Subsidiary, in this subparagraph each case, in the Geographic Region (b) shall not apply to any activity on behalf of a business that is not a Competitor. except, in each case, in connection with Non-Competing Activities); (cii) solicit, enticeinduce or encourage any such Person to terminate its relationship with, persuade or induce any individual who is employed by cease or curtail its business with, the applicable Purchased Company or its affiliates (the Purchased Subsidiary, or was so employed within 90 days prior to otherwise adversely interfere with the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending relationship between such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, Person and the Executive shall not approach applicable Purchased Company, the Purchased Subsidiary, or any such employeeOther Buyer Company (solely, either in person or through electronic or social mediaeach case, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ SystemGeographic Region), so long as such ownership is passive in nature).or

Non-Competition and Non-Solicitation. During the Term of the Agreement Employment, and for a the period ending two years after the date of 12 months after the Executive’s Termination Date, termination of employment with the Company for any reason (the “Restrictive Period”): (i) The Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) Board, be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (iA) the employment, consulting, assistance or such services that the Executive is are to provide be provided with respect to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to location in which the Company or its affiliates and are any Subsidiary does business, or will be within with respect to any location in which the Restricted Territory (as defined in Attachment A)Company or any Subsidiary has devoted material resources to doing business; or (iiB) the trade secrets, Confidential Information Information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company and its Subsidiaries to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph secrets or information; (a), services provided by others shall be deemed to have been provided by ii) the Executive if shall not, without the express written consent of the Board, directly or indirectly own an equity interest in any Competitor that provides services or products in any location in which the Company or any Subsidiary does business, or in any location in which the Company or any Subsidiary has devoted material resources to doing business (other than ownership of 5% or less of the outstanding stock of any corporation listed on a national stock exchange or included in the NASDAQ System); (iii) the Executive had material supervisory responsibilities with respect to shall not, without the provision express written consent of such services. (b) the Board, directly or indirectly, solicit or attempt to solicit any party who is thenthen or, or during the 12twelve-month period prior to such solicitation or attempt by the Executive’s Termination Date was, was (or was solicited to become) a customer or supplier of the Company for or with whom any Subsidiary, or a user of the services provided by the Company or any Subsidiary; and (iv) the Executive (or shall not, without the Executive’s subordinates) had Confidential Information or contact on behalf express written consent of the CompanyBoard, provided that the restriction in this subparagraph directly or indirectly (b) shall not apply to any activity on behalf of a business that is not a Competitor. (ca) solicit, entice, persuade persuade, or induce any individual who is employed by by, or a consultant to, the Company or its affiliates any Subsidiary (or was so employed or performing services for the Company or any Subsidiary within 90 days 12 months prior to the Executive’s action and not involuntarily terminated for any reason other than Causeaction) to terminate or refrain from renewing or extending such employment or engagement or to become employed by or enter into contractual relations with any other individual or entity other than the Company or any of its affiliatesSubsidiaries or (b) hire any such employee or contractor, and the Executive shall not approach any such employee, either in person employee or through electronic or social media, contractor for any purpose prohibited by subsections (a) or (b), or to otherwise interfere with the relationship of the Company or any Subsidiary with such purpose individual, or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During 11.1 Xxxxxxxx understands that he occupies a position of high fiduciary trust and confidence within ViRexx and has acquired skills, experience and knowledge relating to ViRexx, the Term Business and the customers, clients, suppliers, sub-contractors, competitors and services of ViRexx. It is the express intent and agreement of Xxxxxxxx that such knowledge and experience shall be used solely and exclusively in the furtherance, or for the benefit, of the Agreement and operations of ViRexx. Xxxxxxxx agrees that in the event of his retirement or other termination of his employment pursuant to the terms of this Agreement, Xxxxxxxx shall not, directly or indirectly, for a period of 12 twelve (12) months after following his retirement or other termination of his employment with ViRexx, solicit, provide service or be employed by any direct competitor of ViRexx or act in any capacity to produce products in any business related to immunotherapy or embolization therapy in the Executive’s Termination Datefield of cancer and infectious diseases, except with the Executive covenants written consent of ViRexx. 11.2 Xxxxxxxx further agrees and agrees acknowledges that he shall not, without the express written consent for a period of the Chief Executive Officer twelve (12) months following his retirement or other termination of the Companyhis employment with ViRexx, directly or indirectly, either as employer, consultant, agent, principal, partner, co-venturer, shareholder, proprietor, investor, financier, employee, director or in any other individual or representative capacity whatsoever: (a) solicit, provide service for or be employed by, serve as a consultant to, by any customer or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) joint venture partner of VIRexx except with the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any written consent of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)ViRexx; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services.or (b) solicit solicit, induce, encourage or attempt facilitate any employees, consultants, suppliers or sub-contractors of ViRexx or any of their respective affiliates to solicit any party who is thenleave the employment of, or during the 12consulting, supply or sub-month period prior contractor relationship with, ViRexx or any of their respective affiliates. 11.3 Xxxxxxxx acknowledges and agrees that the covenants contained in this Agreement are reasonably required to protect the interests of ViRexx and their affiliates, and do not materially impact, or affect, Langille’s ability to obtain other employment. Xxxxxxxx hereby irrevocably waives (and irrevocably agrees not to raise) as a defense any issue of reasonableness in any proceeding to enforce Article 11 of this Agreement, the intent of the parties hereto to provide for the legitimate and reasonable protection of ViRexx by providing, without limitation, for the broadest scope, the longest duration and the broadest territory allowable by law. 11.4 The parties further agree that in the event that any portion of the covenant contained in this Article, or its application to any circumstance, shall be held to be invalid or unenforceable to any extent, the remainder of the covenant or its application to any circumstances, other than that to which it has been held to be invalid or unenforceable, shall not be affected thereby and shall be valid and enforceable to the Executive’s Termination Date wasfullest extent permitted by law, a customer or supplier it being the intent of this provision that if any of the Company for or with whom foregoing covenant is found to be unreasonable to any extent by a Court of competent jurisdiction adjudicating upon the Executive (validity of this covenant, whether as to the scope of the restriction, the area of restriction or the Executive’s subordinates) had Confidential Information or contact on behalf duration of the Companyrestriction, provided then such restriction shall be reduced to that which is in fact declared reasonable by such Court, or a subsequent Court of competent jurisdiction requested to make such a declaration. 11.5 Notwithstanding the restriction above Sections of Article 11, Xxxxxxxx shall be able to own up to five (5%) percent of the issued and outstanding shares of any public corporation that is in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior similar to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate Business or refrain from renewing is in competition, directly or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliatesindirectly, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less Business. Xxxxxxxx, as of the Effective Date, shall advise ViRexx as to which of these public corporation he owns greater than five (5%) per cent of the issued and outstanding stock shares and shall within a reasonable period of any corporation listed on the New York Stock Exchange time hereafter sell down such holdings to five (5%) per cent or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)less.

Non-Competition and Non-Solicitation. During the Term term of the this Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or to directly or indirectly provide services to a Competitor (defined below) if: ; (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates Executive BUs and are or will be within the Restricted Territory (as defined same geographic areas in Attachment A)which the Executive BUs provide products or services; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company Executive BUs for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) Executive shall not directly or indirectly: (i) solicit, enticerecruit, persuade induce, attempt to recruit or induce induce, or encourage any individual director, officer, manager or employee who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action Termination Date and not involuntarily terminated for any reason other than Cause) to terminate leave their employment with the Company; (ii) hire, retain or refrain from renewing or extending such employment or to become employed by or enter into contractual relations otherwise work with any other individual or entity other than employee who has left the employment of the Company or its affiliates, an affiliate of the Company after the Termination Date if hiring such former employee is proposed to occur within the non-compete term and the Executive shall not approach any such employee, either in person employee would perform the same or through electronic essentially the same job responsibilities as he/she performed for the Company; (ii) assist or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by aid any other individual person, firm, corporation or entityother entity in identifying or hiring any Company employees or (d) provide or pass along to any Company employee any information regarding potential jobs opportunities outside of the Company, including but not limited to, job openings, job postings, or the names or contact information of individuals or companies hiring people or accepting job applications. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership other recognized national stock exchange that is passive in nature).

Non-Competition and Non-Solicitation. During the Term (a) In consideration of the Agreement Preferred Purchase Price and Purchaser’s and Merger Sub’s covenants set forth in this Agreement, Seller agrees that, for a the period of 12 months after beginning on the Executive’s Termination DateClosing Date and ending three (3) years thereafter (the “Covenant Period”), the Executive covenants and agrees that he shall it will not, without the express written consent of the Chief Executive Officer of the Company: (aA) be employed bydirectly or indirectly, serve for its own account or as a an agent, trustee, consultant toor member, partner, lender, shareholder or other equity holder of any corporation, firm, company, partnership or other entity, or otherwise assist otherwise, anywhere in the world, design, develop, manufacture and/or sell battery packs and systems, chargers and docking stations, adaptors and other power supplies for military, portable medical, data collection and rugged applications, as conducted by the Company as of the date of Closing (the “Restricted Activity”), or directly call on or indirectly provide solicit business from any current customer of the Company or any customer who has purchased products or services from the Company within twelve (12) months prior to a Competitor the date of the Closing for any Restricted Activity; (defined belowB) if: employ or solicit the employment of any person who was employed by the Company on the date of this Agreement or within twelve (12) months prior to such date other than (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates employees listed on Schedule 11.4(a)(B) and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) employees employed by the Confidential Information Company immediately prior to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to Closing Date that have been provided terminated by Purchaser. (C) In the event of a breach by Seller of any covenant set forth in Subsections 11.4(a)(A) or 11.4(a)(B) above, the Covenant Period will be extended by the Executive if period of the Executive had material supervisory responsibilities with respect to the provision duration of such servicesbreach. (b) solicit or attempt Seller has access to solicit any party who is then, or during the 12-month period prior and has gained knowledge with respect to the Executive’s Termination Date wasBusiness, a customer including trade secrets, financial results and information, processes and techniques, cost data, methods of doing business and information concerning customers and suppliers and other valuable and confidential information relating to the Business (the “Company Confidential Information”). Seller acknowledges that unauthorized disclosure or supplier misuse of the Company Confidential Information, whether before or after Closing, will cause irreparable damage to the Company and Purchaser subsequent to the Closing. Seller agrees for or with whom itself and its Related Persons that covenants by it not to make unauthorized disclosures of the Executive (or the Executive’s subordinates) had Company Confidential Information or contact on behalf are essential to the growth and stability of the CompanyCompany and the Business. Accordingly, provided Seller agrees that it will not, and will cause Seller’s Related Persons not to, use or disclose any Company Confidential Information, other than information generally available to the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitorpublic through sources other than Seller. (c) solicitThe covenants contained in this Section 11.4 relate to matters which are of a special, entice, persuade or induce unique and extraordinary character and a violation of any individual who is employed by of the Company or its affiliates (or was so employed within 90 days prior terms of this Section 11.4 will cause irreparable injury to the Executive’s action Company, the Surviving Corporation and Purchaser, the amount of which will be impossible to estimate or determine and which cannot involuntarily terminated for be adequately compensated. Therefore, Purchaser and the Surviving Corporation will be entitled to an injunction, restraining order or other equitable relief from any reason court of competent jurisdiction in the event of any breach of this Section 11.4, and Seller hereby consents to the granting by any court of an injunction or other than Cause) equitable relief, without the necessity of actual monetary loss being proved, in order that the breach or threatened breach of such provisions may be effectively restrained. The rights and remedies provided by this Section 11.4 are cumulative and in addition to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, rights and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange remedies which Purchaser or the American Stock Exchange Surviving Corporation may have hereunder or included at law or in the NASDAQ System, so long as such ownership is passive in nature)equity.

Non-Competition and Non-Solicitation. During the Term Each Beneficial Owner hereby ------------------------------------ agrees in consideration of the Agreement and for a period receipt of 12 months after the Executive’s Termination Merger Consideration hereunder that until the later of (a) the third (3rd) anniversary of the Closing Date, or (b) the Executive covenants date of the final severance payment to such Beneficial Owner pursuant to the Employment Agreement between such Beneficial Owner and Buyer, such Beneficial Owner (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly recruiting or otherwise soliciting, inducing or influencing any person to leave employment with Buyer or the Surviving Corporation or each of their respective subsidiaries; and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with Buyer or the Surviving Corporation or each of their respective subsidiaries. Such Beneficial Owner understands that the restrictions set forth in this Section 4.3 are intended to protect the employee, customer and supplier relationships and goodwill of Buyer and the Surviving Corporation and each of their respective subsidiaries, and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor such restrictions are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates reasonable and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Informationappropriate for this purpose. For purposes of this subparagraph Agreement, the term "Competing Business" shall mean a business conducted anywhere in the United States, Europe or any other place in the world in which Buyer or the Surviving Corporation or each of their respective subsidiaries is engaged in the business of production of commercial products for the object level functional testing, management and monitoring business (a"Functional Products"), services provided by others provided, however, that an entity or conglomerate which is engaged in the production of Functional Products, but not as its principal business, shall not be deemed to have been provided by be a Competing Business if such Beneficial Owner (after termination of his employment with the Executive if Buyer or the Executive had material supervisory responsibilities Surviving Corporation) becomes involved, in any capacity, with respect to the provision a division or other business unit of such services. entity or conglomerate that does not produce Functional Products. Notwithstanding the foregoing, such Beneficial Owner may own up to one percent (b1%) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any a publicly held corporation listed on the New York Stock Exchange which constitutes or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)affiliated with a Competing Business.

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he (1) The Employee shall not, not (without the express prior written consent of the Chief Executive Officer Corporation) while employed by Corporation and for the period of time from the date of termination of the CompanyEmployee to the second anniversary of the Effective Date of the Merger, for any reason, whether directly or indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (except for the Corporation), whether as principal, agent, stockholder or in any other capacity whatsoever carry on, or be engaged in, or have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business or which is in whole or in part competitive with any of the businesses carried on by the Corporation within the respective territories in which such businesses are then carried on (except for any equity share investment in a public company whose shares are listed on a recognized stock exchange where such share investment does not in the aggregate exceed 1% of the issued equity shares of such company). (2) The Employee shall not (without the prior written consent of the Corporation) while employed by Corporation and for the period of time from the date of termination of the Employee to the second anniversary of the Effective Date of the Merger, for any reason, whether directly or indirectly, either alone or in conjunction with any individual, firm, corporation, association or other entity (except for the Corporation), whether as a principal, agent, stockholder or in any other capacity whatsoever: (a) be employed by, serve as a consultant to, solicit or otherwise assist attempt to solicit any customer or directly or indirectly provide services to a Competitor (defined below) if: prospective customer for the purpose of (i) persuading or attempting to persuade any such customer to cease doing business or to curtail the employmentbusiness which such customer or prospective customer has customarily conducted or contemplating conducting with the Corporation (including any subsidiary, consulting, assistance or services that the Executive is including but not limited to provide to the Competitor are the same asAPT, or substantially similar toany affiliated corporation), any whether or not the relationship between the Corporation and such customer or prospective customer was originally established in whole or in part through the efforts of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)Employee; or (ii) to solicit the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to business of such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with customer or prospective customer in respect to any products or services which are competitive with the provision of such servicesCorporation (including any subsidiary, including but not limited to APT, or any affiliated corporation); or. (b) solicit or attempt to solicit or assist any party who is thenindividual or entity to solicit the employment or engagement of or otherwise entice away from the employment of the Corporation (including any subsidiary, including but not limited to APT, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier any affiliated corporation) any employee of the Company for Corporation (including any subsidiary, including but not limited to APT, or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitoraffiliated corporation). (c3) solicit, entice, persuade or induce The parties hereto agree that any individual who is employed breach by the Company Employee of this Section 5.3 shall be deemed to cause the Corporation irreparable harm which cannot adequately be compensated for in damages and that the Corporation in addition to all other remedies, shall be entitled to injunctive or its affiliates (or was so employed within 90 days prior other equitable relief to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending restrain such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitybreach. (d4) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less For purposes of the outstanding stock non-competition and non-solicitation covenants set forth in this Section 5.3, Employee acknowledges that Corporation conducts its business throughout the world. Employee agrees that the non-competition and non-solicitation periods and the geographical areas encompassed by such covenants are necessary and reasonable in order to protect Corporation in the conduct of its business. The parties intend that the foregoing covenant of Employee shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenants set forth in this Section 5.3. To the extent that any corporation listed on provision of this Section 5.3 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area; (ii) any part of the New York Stock Exchange time period covered by such covenant; (iii) any activity or the American Stock Exchange capacity covered by such covenant; or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in the NASDAQ System, so long as such ownership is passive in nature)covenant.

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and (A) Seller agrees that during the Restricted Period he shall not, without directly or indirectly, through any Affiliate or otherwise, anywhere in the express written consent of the Chief Executive Officer of the CompanyRestricted Area: (i) own, manage, market, operate, control, consult with, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which (a) be employed byengages, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employmentindirectly, consulting, assistance or services in any business that the Executive is to provide to the Competitor are the same as, or substantially similar to the Business or (b) sells any product that is the same or substantially similar to any product sold by the Business, except in, each case, his capacity as an employee of EnerPath, Lime or any of its Subsidiaries; (ii) be or become a shareholder, partner, manager, member, owner, agent of, or a consultant to or give financial or other assistance to, any Person (a) considering engaging in or who is engaged in any business that is the same or substantially similar to the Business, or (b) considering selling or who sells any product that is the same or substantially similar to any product sold by the Business, except in, in each case, his capacity as an employee of the services that the Executive provided to Lime or any of its Subsidiaries; or (iii) seek in competition with the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information Subsidiaries to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes do business with any customer of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to Subsidiaries as of the Executive’s action and not involuntarily terminated Effective Time for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than which the Company or the Subsidiary has sold products or provided services at any time as part of its affiliatesBusiness; provided, however, that nothing in this Agreement shall prohibit Seller solely from owning, as a passive investor, not more than two percent (2%) in the aggregate of the outstanding publicly traded securities of any Person so engaged, further that nothing in this Agreement shall prohibit Seller from engaging in energy sector activities that do not compete with the Business, for example, the Seller may work as an employee of a utility, of a government agency, of a government authority, of an engineering firm, consultancy, project developer or energy services company that is advising clients on energy or developing projects and seeking incentives for specific project(s), but not offering DSM Services to an agency, authority or utility in the Restricted Area, of an independent power producer, of an equipment supplier or software developer that is not offering DSM Services to an agency, authority or utility in the Restricted Area, of a Public Utility Commission or like entity, of a State Energy Office or like entity, of a Department of Environmental Protection or like entity, of a Regional Transmission Organization, of an Independent System Operator, of an independent market monitor, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitya non-profit advocacy organization. (dB) During the Restricted Period, the Seller shall not ,directly or indirectly own on behalf of himself or itself or others, through any Affiliate or otherwise, anywhere in the Restricted Area, hire, solicit, or contact with a view to the engagement or employment of, any Person who is an equity interest employee of the Company or any of its Subsidiaries as of the Effective Time; or engage in or participate in any Competitor (other than ownership of 5% effort or less act to induce any of the outstanding stock customers, suppliers, consultants, or employees of the Company or any of its Subsidiaries as of the Effective Time to take any action to discontinue or reduce the business done with the Company or any of its Subsidiaries as of the Effective Time. (C) The duration of the covenants set forth in Section 2(A) and Section 2(B) above shall be extended by a period of time equal to the number of calendar days, if any, during which Seller is in violation of any corporation listed on of the New York Stock Exchange or provisions contained in such Sections, only if Lime has provided to Seller written notice of the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)alleged violations.

Non-Competition and Non-Solicitation. During the Term of the Agreement Executive hereby covenants and agrees that, for a period equal to the longer of 12 months after (i) the Executive’s Termination period that Executive performs Consulting Services for the Company or (ii) one year following her Separation Date, the Executive covenants and agrees that he she shall not, without the express written consent of the Chief Executive Officer of the Company, either directly or indirectly: (a) be employed bysolicit, serve as a consultant offer employment to, or otherwise assist take any other action intended (or directly that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or indirectly employee of the Company or the Bank, or any of their respective subsidiaries or affiliates, to terminate her or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or the Bank; (b) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company or the Bank, or any subsidiary or affiliate of the Company or the Bank to terminate an existing business or commercial relationship with the Company, the Bank or any subsidiary or affiliate of the Company or the Bank; or (c) become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner, shareholder or trustee of any savings bank, savings and loan association, savings and loan or savings bank holding company, credit union, bank or bank holding company (including any affiliate of any of the foregoing). Notwithstanding the foregoing, after January 1, 2011, this restriction shall only apply with respect to a Competitor savings bank, savings and loan association, savings and loan or savings bank holding company, credit union, bank or bank holding company (defined belowincluding any affiliate of any of the foregoing) ifthat: (i) the employment, consulting, assistance has a headquarters or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, a branch office within any of the services that the Executive provided to county in which the Company or its affiliates and are the Bank has business operations or will be within has filed an application for regulatory approval to establish an office (the “Restricted Territory (as defined in Attachment A); Territory”) or (ii) otherwise competes with the Confidential Information Company or the Bank. Notwithstanding anything to which the contrary herein, Executive had access could reasonably shall not be expected prohibited from owning up to benefit one percent of the Competitor if outstanding equity securities of a corporation that is publicly traded on a national securities exchange or in the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a)over-the-counter market so long as Executive, services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities other than with respect to such ownership, shall not engage in any activity with such person that otherwise would violate this Section 10(c). The parties hereto agree that money damages would not be an adequate remedy for any breach of Section 9 or this Section 10, and any breach of the provision terms of such services. (b) solicit Section 9 or attempt in this Section 10 would result in irreparable injury and damage to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for which the Company would not have an adequate remedy at law. Therefore, in the event of a breach or with whom the Executive (a threatened breach of Section 9 or the Executive’s subordinates) had Confidential Information or contact on behalf of in this Section 10, the Company, provided that in addition to any other rights and remedies existing in its favor at law or in equity, shall be entitled to specific performance or immediate injunctive or other equitable relief from a Court in order to enforce, or prevent any violations of, the restriction in provisions of Section 9 or this subparagraph Section 10 (b) without posting a bond or other security), without having to prove damages. The terms of this Section 10 shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by prevent the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated from pursuing any other available remedies for any reason other than Cause) to terminate breach or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking threatened breach of any such actions by any other individual or entitythis Agreement. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During In order to protect the Term of the Agreement Company’s Proprietary Information and good will, during my employment and for a period of 12 twelve (12) months after following the Executive’s Termination Date, termination of my employment for any reason (the Executive covenants and agrees that he shall not, without the express written consent “Restricted Period”): a) in consideration of the Chief Executive Officer offer of employment, my salary or wage, any bonus I may receive, and the equity granted to me in connection with commencement of employment with the Company, all of which I deem as fair and reasonable consideration for entering into this Agreement, I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business that develops, manufactures or markets microbiome therapeutics that are competitive with products or services of the Company: (a) be employed by, serve as a consultant to, or otherwise assist that the Company has under development, or that are the subject of active planning at any time during my employment (collectively, the “Competitive Products”); provided that this will not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company and provided further that this provision shall apply only if I am an exempt employee (as that term is defined by the Fair Labor Standards Act) or if and when I subsequently become an exempt employee; and b) I will not directly or indirectly provide services to a Competitor (defined below) if: indirectly, in any manner, other than for the benefit of the Company, (i) the employmentcall upon, consultingsolicit, assistance divert or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, take away any of the services that the Executive provided to customers, business or prospective customers of the Company or any of its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or suppliers, and/or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a)solicit, services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit entice or attempt to solicit persuade any party who is then, other employee or during consultant of the 12-month period prior Company to leave the Executive’s Termination Date was, a customer or supplier services of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf any reason. I acknowledge and agree that if I violate any of the Companyprovisions of this Section, provided in addition to any other remedies to which the Company may be entitled in law or equity, the running of the Restricted Period will be extended by the time during which I engage in such violation(s) or up to twenty four (24) months, whichever is longer. I acknowledge and agree that the restriction in provisions of this subparagraph (b) agreement shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed during and following my employment by the Company and shall not be affected by any change in my job duties, whether material or its affiliates (or was so employed within 90 days immaterial. I further acknowledge and agree that I have the right and have had the opportunity to consult with an attorney prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitysigning this Agreement. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During As further consideration for the Term purchase and sale of the Agreement Purchased Securities and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companyother transactions contemplated hereby: (a) be employed bySeller agrees with Purchaser that during the period of two (2) years following the Closing Date, serve as a consultant Seller shall not, and shall cause its Affiliates not to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) indirectly, for Seller or on behalf of or in conjunction with any other Person, engage in the employmentUnited States as an owner, consultinglender, assistance contractor, agent or services that the Executive is to provide to the Competitor are the same asotherwise, in any business, or substantially similar toin developing, selling, manufacturing, distributing or marketing any of product or service, that competes directly or indirectly, or is reasonably likely to compete directly or indirectly, with the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A)Business; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services.and (b) Seller covenants and agrees with Purchaser that, except as set forth in Schedule 8.4(b), Seller shall not, and shall cause its Affiliates not to, during the period of two (2) years following the Closing Date, directly or indirectly, for such Seller or on behalf of or in conjunction with any other Person (A) employ or hire any Restricted Person or (B) solicit or attempt to solicit communicate with any party who is thenRestricted Person for the purpose or with the intent of encouraging or enticing, or during in a manner reasonably likely to encourage or entice, such Restricted Person to resign employment with an Acquired Company or otherwise cease doing business with an Acquired Company and/or the 12-month period Purchaser or its Affiliates; provided that this Section 8.4(b) shall not at any time prohibit (x) Seller from soliciting or hiring any Restricted Persons whose employment or other service providing relationship with an Acquired Company and/or Purchaser or its Affiliates has been terminated by Purchaser or its Affiliates or (y) Seller from soliciting or hiring any Restricted Person who has resigned from any of the Acquired Companies, without any encouragement from Seller or any of its Affiliates or with the purpose of avoiding the application of this provision, at least six (6) months prior to the Executive’s Termination Date wascommencement of such solicitation or hiring or (z) the placement of advertisements in publications of general circulation not directed at any Restricted Person. “Restricted Person” means any Person who is, a customer at that time, or supplier of the Company for or with whom the Executive who has been, within twelve (or the Executive’s subordinates12) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days months prior to that time, within the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliatesUnited States, and the Executive shall not approach any such an employee, either in person contractor, subcontractor, consultant or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking sales representative of any such actions by any other individual or entityAcquired Company. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During a. The Executive agrees and acknowledges that the Term Confidential Information that he has received and will continue to receive from the Company and/or its affiliates is valuable to the Company and/or its affiliates, and that its protection and maintenance constitutes a legitimate business interest of Company and/or its affiliates to be protected by the non-competition and non-solicitation restrictions set forth herein, and that it would cause drastic and irreparable harm to the Company and/or its affiliates were the Executive to utilize or disclose any Confidential Information in competition with the Company and/or its affiliates. The Executive agrees and acknowledges that the non-competition and non-solicitation restrictions set forth herein are reasonable and necessary to protect the above-described legitimate interests of the Agreement Company and/or its affiliates and do not impose undue hardship or burdens on the Executive. The Executive further agrees and acknowledges that the products and services developed or provided by the Company and/or its affiliates are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the world ("the Geographic Boundary"), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition and non-solicitation restrictions set forth herein are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company and/or its affiliates. b. The Executive hereby agrees and covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, member, principal, partner, shareholder, officer, director, agent, holder of financial interest, or any other individual or representative capacity, in any individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated association or government entity ("Person"), whether on the Executive's own behalf or on behalf of any Person or entity or otherwise howsoever (other than as a holder of not more than one percent (1%) of the combined voting power of the outstanding stock of a publicly held company), during the Executive's employment with the Company and for a period of 12 months one (1) year following after the Executive’s Termination Date, the Executive covenants termination or cessation of this Agreement and agrees that he shall not, without the express written consent of the Chief Executive Officer of Executive's employment with the CompanyCompany for any reason: (ai) Directly or indirectly engage in, own, manage, operate, control, be employed by, serve as a consultant toconsult for, participate in, or otherwise assist be connected in any manner with the ownership, management, operation or directly or indirectly provide services to a Competitor (defined below) if: (i) control of any business in competition with the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any "business of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes their successors." The "business of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates or their successors" is defined as the business of plasma fractionation or manufacturing, selling, researching, distributing, marketing or otherwise conducting business in any way relating to the development, manufacture, sale or distribution of plasma derivative products, (except Peg-liposomal pdFVIII of Recoly) including, without limitation, biological surgical or fibrin adhesives, whether the Company is actually engaged in such business activities or has taken action to begin engaging in such business activities, even if any related services or products are not completed or ready for marketing or distribution, at the time that this Agreement and the Executive's employment with the Company terminates. (ii) Directly or indirectly recruit, hire, induce, contact, entice, divert or solicit; attempt to recruit, hire, induce, contact, entice, divert or solicit; or cause to be recruited, hired, induced, contacted, enticed, diverted or solicited, any employee, consultant or independent contractor of the Company and/its affiliates to leave the employment or other relationship with the Company and/or its affiliates for any reason, including, without limitation, for the purposes of providing services to another Person, whether or not any such employee, consultant or independent contractor is party to an employment agreement, consulting agreement, independent contractor agreement or other agreement, provided however, that the Executive may hire or assist in hiring a former employee, consultant or independent contractor of the Company and/or its affiliates who terminated his/her employment, consulting or independent contractor relationship with the Company and/or its affiliates, and unilaterally approached the Company and/or its affiliates, entirely independent of any direct or indirect involvement by the Executive. (iii) Directly or indirectly contact, call on, induce, divert, entice, take away or solicit; attempt to contact, call on, induce, divert, entice take away or solicit; or cause to be contacted, called on, induced, diverted, enticed, taken away or solicited, any customer or client of the Company and/or its affiliates, or any business or patronage enjoyed by the Company and/or its affiliates, with whom or with which the Executive was so employed within 90 days prior involved or had a relationship, or whose identity became known to the Executive’s action and not involuntarily terminated , during or as a result of his employment with the Company, for any purpose or reason other than Cause) related to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the business of the Company or its affiliatesaffiliates or their successors. c. If any of the restrictive covenants set forth in paragraph 9(b) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the Executive remaining restrictive covenant shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with be affected thereby. d. In the taking event of a violation of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock restrictive covenants set forth in paragraph 9(b) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any corporation listed further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraph 9(b) of this Agreement shall be computed by commencing the periods on the New York Stock Exchange date of the applicable court or arbitrators' order and continuing them from that date for the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature)full period provided.

Non-Competition and Non-Solicitation. During The Executive acknowledges that the Term Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Agreement Executive's employment with the Company the Executive has had and for will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a period result of 12 months after direct or indirect contacts or relationships between the Executive’s Termination DateExecutive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companythat: (a) be employed byDuring the Term the Executive may not, serve without the prior written consent of the Board, (whether as a consultant toan employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or otherwise assist or directly or indirectly provide services to a Competitor (defined belowin any other capacity whatsoever) if: (i) the employment, consulting, assistance participate in any business that offers products or services that the Executive is competitive in any way to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to those offered by the Company or its affiliates and are or will be within that were under active development by the Restricted Territory (as defined in Attachment A); or (ii) Company during the Confidential Information to which Term, provided that nothing herein shall prohibit the Executive had access could reasonably be expected to benefit from owning securities of corporations which are listed on a national securities exchange or traded in the Competitor if national over-the-counter market in an amount which shall not exceed 3% of the Competitor were to obtain access to outstanding shares of an such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicescorporation. (b) During the Term the Executive may not entice, solicit or attempt encourage any Company employee to solicit any party who is then, or during leave the 12-month period prior to the Executive’s Termination Date was, a customer or supplier employ of the Company for or any independent contractor to sever its engagement with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that absent prior written consent to do so from the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a CompetitorBoard. (c) solicitDuring the Term, and for a period of one (1) year thereafter, the Executive may not, directly or indirectly, entice, persuade solicit or induce encourage any individual who is employed by customer, prospective customer, vendor, strategic partner or business associate of the Company to cease doing business with the Company, reduce its relationship with the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing establishing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate expanding a relationship with the taking of any such actions by any other individual or entityCompany. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. (a) During the Term period following the Closing until the three (3) year anniversary of the Agreement and for a period of 12 months after the Executive’s Termination Closing Date, the Executive covenants and agrees that he (x) Seller shall not, without and shall cause its controlled Affiliates not to, and (y) Seller Parent shall not, and shall cause its Affiliates (other than Seller and Seller’s controlled Affiliates) not to, directly or indirectly engage in any Competing Business; provided, however, in each case, that, notwithstanding anything in this Agreement to the express written consent of the Chief Executive Officer of the Companycontrary: (ai) Seller Parent, Seller and their respective Affiliates shall not be employed byrestricted, serve limited or prohibited in any respect from: (1) engaging in any Excluded Business; (2) carrying out any obligations or exercising its or their respective rights under this Agreement or the Ancillary Agreements; (3) acquiring, owning or holding any debt securities or other debt instruments of any Person engaged, directly or indirectly, in any Competing Business, or any other securities of any such Person, if such securities are acquired, owned or held (A) in a fiduciary, agency, nominee, custodial or similar capacity, (B) in connection with any hedging or similar product or transaction or (C) in connection with any asset management, private banking, merchant banking, private equity or securities trading, underwriting or brokerage activities or services; (4) owning in the aggregate not more than fifteen percent (15%) of the outstanding voting securities or similar equity interests of a Person that, directly or indirectly, engages in a Competing Business; provided that the ownership of such equity interests does not give Seller or its Affiliates the right to designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person; (5) performing any services for Seller and/or its Affiliates; (6) selling products (including products to be repackaged, repurposed or bundled by the purchaser, white labeling, outsourcings and other technology-based solutions) to, distributing, marketing, underwriting, lending, servicing, soliciting, or receiving products or services from or otherwise engaging in any commercial activities with, a Person engaged in a Competing Business, or any customer, supplier, licensor or licensee of a Person engaged in a Competing Business, or Buyer or any of its Affiliates; provided that neither Seller nor its Affiliates otherwise engage in operation of the Competing Business operated by such Person; (7) foreclosing on (or effecting any transaction in lieu of foreclosure that has substantially the same effect, such as a consultant todebt for equity swap or deed or transfer in lieu of foreclosure) any collateral securing any bona fide financing or other transaction with a Person in which all or any portion of the collateral represents the equity interests or assets of any Person that operates a Competing Business, or otherwise assist or directly or indirectly provide services and thereafter operating such Competing Business; or (8) conducting any business activity that is ancillary to a Competitor (defined below) if: (i) the employmentconduct of the Excluded Business, consulting, assistance or services it being understood that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or business activity will be within deemed ancillary to an Excluded Business if the Restricted Territory (business activity is not conducted as defined in Attachment A); or a separate business offering. (ii) in the Confidential Information to event Seller Parent, Seller or their respective Affiliates acquire any business or assets (whether by way of asset acquisition, stock purchase, merger, business combination, tender offer or otherwise) (an “Acquired Business”) and conducting such Acquired Business would otherwise violate this Section 5.8, nothing in this Agreement shall restrict in any manner: (1) the conduct, use, retention or disposition of such Acquired Business, so long as less than twenty percent (20%) of the gross revenues of such Acquired Business (as of the last completed fiscal year of (x) the Acquired Business or (y) the Person who owned the Acquired Business at such time, as applicable, and which such fiscal year precedes the acquisition by Seller or its Affiliates) constitute Competing Business (the “Competing Revenue”); provided that the gross revenue of such Acquired Business in the fiscal year in which the Executive had access could reasonably be expected Closing occurs and the immediately following fiscal year does not exceed one hundred and fifteen percent (115%) of the Competing Revenue for the fiscal year prior to benefit the Competitor acquisition by Seller or its Affiliates; (2) the conduct, use or retention of such Acquired Business, without limiting Section 5.8(a)(ii)(1), so long as (I) greater than twenty percent (20%) and less than forty percent (40%) of the gross revenues of such Acquired Business constitutes Competing Revenue and (II) Seller or its Affiliates, as applicable, (A) (x) enter into a definitive agreement to divest such portion of the Acquired Business that is a Competing Business within twelve (12) months of the consummation of the acquisition of such Acquired Business and (y) use reasonable best efforts and act in good faith to promptly consummate the divestiture contemplated by such definitive agreement, or (B) otherwise terminate or dispose of the Competing Business activity, product lines or assets of such Acquired Business within twelve (12) months of the consummation of the acquisition of such Acquired Business; or (3) the conduct, use or retention of such Acquired Business if the Competitor were definitive agreement to obtain access to acquire such Confidential Information. For purposes Acquired Business is executed and delivered after the second (2nd) anniversary of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesClosing Date. (b) Seller Parent and Seller agree that, for the period commencing on the applicable Hire Date and expiring on the first (1st) anniversary thereof, neither they nor any of their Affiliates shall, directly or indirectly, (i) induce, solicit, knowingly encourage or hire any Transferred Employee to leave his or her position of employment with Buyer or any of its Affiliates or (ii) solicit or attempt to solicit hire for employment or any party who is thensimilar arrangement any Transferred Employee; provided, or during the 12-month period prior to the Executive’s Termination Date washowever, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in foregoing provisions of this subparagraph (bSection 5.8(b) shall not (A) apply to any activity on behalf Transferred Employee if such Transferred Employee (x) had ceased to be employed by Buyer or any of a business that is its Affiliates at the time of Seller Parent’s, Seller’s or their Affiliates’ first post-Closing contact with such Transferred Employee (such contact being in respect of employment solicitation), or (y) was terminated at the initiative of Buyer or its Affiliates, (B) prohibit general solicitations (not a Competitorspecifically targeted at Transferred Employees) for employment through advertisements, bona fide third-party recruiting firms or other similar means and (C) prohibit the inducement, encouragement, solicitation and/or hiring of any Transferred Employee who approaches Seller Parent, Seller or any of their Affiliates at his or her own instigation (including following any solicitation permitted by the foregoing subclause (B)). (c) Buyer agrees that, for the period commencing on the Closing Date and expiring on the first (1st) anniversary thereof (or, with respect to any TSA Business Employee and any other employee of Seller or its Affiliates who is otherwise directly and personally involved in the provision of services to the Buyer or any of its Affiliates under the Transitional Services Agreement, the expiration of the TSA Services Period, if later), neither it nor any of its Affiliates shall, directly or indirectly, unless mutually agreed in advance between the parties in good faith, (i) induce, solicit, enticeknowingly encourage or hire any employee of Seller or any of its Affiliates and with whom Buyer or any of its Affiliates or their respective Representatives have had contact or who (or whose performance) became known to such persons in connection with the transactions contemplated by this Agreement or the Ancillary Agreements to leave his or her position of employment with Seller or any of its Affiliates or (ii) solicit or hire for employment or any similar arrangement any such employee as described in the foregoing clause (i); provided, persuade or induce however, that the foregoing provisions of this Section 5.8(c) shall not (A) apply to any individual person who (x) is a Business Employee (including a TSA Business Employee) who receives a Comparable Job Offer, (y) has ceased to be employed by Seller or any of its Affiliates at the Company time of Buyer’s or its affiliates Affiliates’ first contact with them (such contact being in respect of employment solicitation), or (z) was so employed within 90 days prior to terminated at the Executive’s action and not involuntarily terminated for any reason initiative of Seller or its Affiliates (other than Causea Business Employee who did receive a Comparable Job Offer), (B) to terminate prohibit general solicitations (not specifically targeted at such employees as described in the foregoing clause (i)) for employment through advertisements, bona fide third-party recruiting firms or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than similar means and (C) prohibit the Company or its affiliatesinducement, and the Executive shall not approach any such employeeencouragement, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking solicitation and/or hiring of any such actions person who approaches Seller or any of its Affiliates at his or her own instigation (including following any solicitation permitted by any other individual or entitythe foregoing subclause (B)). (d) directly or indirectly own an equity interest in any Competitor During the period following the Closing until the three (3) year anniversary of the Closing Date, (x) Seller shall not, and shall cause its controlled Affiliates not to, and (y) Seller Parent shall not, and shall cause its Affiliates (other than ownership of 5% or less Seller and Seller’s controlled Affiliates) not to: (i) solicit any customer of the outstanding stock of any corporation listed T&C Business (whose Customer Contract is a Transferred Contract) for financial products or services provided to such customer under such Transferred Contract, which solicitation is made on the New York Stock Exchange basis of such customer having been a customer of the T&C Business (e.g., through use of a list of customers of the T&C Business); or (ii) solicit any customer of the Discretionary Business (whose Customer Contract is a Transferred Contract) for financial products or services provided to such customer under such Transferred Contract, which solicitation is made on the American Stock Exchange basis of such customer having been a customer of the Discretionary Business (e.g., through use of a list of customers of the Discretionary Business); provided, however, that, for the avoidance of doubt, this Section 5.8(d) shall not prohibit Seller or included in any of its Affiliates from conducting or operating the NASDAQ System, so long as such ownership is passive in nature)Excluded Businesses.

Non-Competition and Non-Solicitation. During the Term In consideration of the Agreement Employment, the Executive agrees that during the term of the Employment and for a period of 12 months after two (2) years following the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent termination of the Chief Executive Officer of the CompanyEmployment for whatever reason: (a) be employed byThe Executive will not approach suppliers, serve as a consultant toclients, customers or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any contacts of the services that the Executive provided to the Company or its affiliates and are other persons or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information entities introduced to which the Executive had access could reasonably be expected to benefit in the Competitor if Executive’s capacity as a representative of the Competitor were to obtain access to such Confidential Information. For Company for the purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by doing business with such persons or entities which will harm the Executive if business relationship between the Executive had material supervisory responsibilities with respect to the provision of Company and such services.persons and/or entities; (b) solicit or attempt unless expressly consented to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of by the Company, provided that the restriction in this subparagraph (b) shall Executive will not apply to assume employment with or provide services as a director or otherwise for any activity on behalf of a business that is not a Competitor., or engage, whether as principal, partner, licensor or otherwise, any Competitor; and (c) solicit, entice, persuade or induce any individual who is employed unless expressly consented to by the Company, the Executive will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. In consideration of the foregoing, the Company shall pay, through its affiliates (designated subsidiary or was so employed within 90 days affiliated entity, compensation to the Executive in an aggregate amount equal to % of the Executive’s annual base salary for the last year prior to the Executive’s action termination of the Employment, in equal installments on a monthly basis after the termination of the Employment. The provisions contained in this Section 11 are considered reasonable by the Executive and not involuntarily terminated the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 11 shall survive the termination of this Agreement for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than reason. In the Company or its affiliatesevent the Executive breaches this Section 11, the Executive acknowledges that there will be no adequate remedy at law, and the Executive Company shall not approach be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any such employeeevent, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityCompany shall have right to seek all remedies permissible under applicable law. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term In consideration of the Agreement promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to him/her, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during his/her employment with the Company and/or its subsidiaries and for a period the Restraint Period following the termination of 12 months after his/her employment with the Executive’s Termination DateCompany and/or its subsidiaries for any reason, the Executive covenants and agrees that he he/she shall not, without the express written consent on behalf of the Chief Executive Officer Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise: (a) be Contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company and/or its subsidiaries with whom the Grantee directly performed any services or had any direct business contact; Form of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan (b) In the Restraint Area, contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company and/or its subsidiaries whose entity- or other customer-specific information the Grantee discovered or gained access to as a result of the Grantee’s access to Company Confidential and Proprietary Information; (c) Solicit or induce, either directly or indirectly, any employee of the Company and/or its subsidiaries with whom you had a business relationship and/or dealings to leave the employ of the Company and/or its subsidiaries or become employed with or otherwise engaged by any person, entity or organization other than the Company and/or its subsidiaries; or take any action to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the employ of the Company and/or its subsidiaries become employed with or otherwise engaged by any person, entity or organization other than the Company and/or its subsidiaries; or hire or employ, or assist in the hiring or employment of, either directly or indirectly, any individual employed by the Company and/or its subsidiaries; and/or (d) In the Restraint Area, become employed by, serve as a consultant to, or otherwise assist render services to or directly or indirectly provide services (whether for compensation or otherwise, and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity) own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this subsection (e), a Competitor (defined below) if“Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted during the Grantee’s employment with the Company, or its subsidiaries, or within six months after the Grantee’s termination of employment with the Company or its subsidiaries, owned or controlled. It includes, without limitation: (i) the employmentbusiness of developing, consultingmanaging, assistance operating, marketing, processing, financing, or otherwise being involved in providing any products or services that relating to transaction or payment processing, including those for the Executive is to provide benefit of fleets; travel; healthcare; education; payroll; or, benefits through charge cards, credit cards, procurement cards or any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product pricing or management information or other products or services currently sold or to the Competitor are best of his/her knowledge contemplated to be sold by the same asCompany or any of its owned or controlled subsidiaries, and (iii) the business of developing, managing, operating, marketing, processing, financing, or substantially similar tootherwise being involved in providing commercial travel, any entertainment and purchasing credit cards. Furthermore, the restrictions in this Paragraph shall not be construed to prevent the Grantee from, following the termination of his/her employment with the services Company and/or its subsidiaries, working for a business entity that the Executive provided to does not compete with the Company or its affiliates subsidiaries simply because the entity is affiliated with a Competing Enterprise, so long as the entity is operationally separate and distinct from the Competing Enterprise and the Grantee’s job responsibilities at that entity are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect unrelated to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction Competing Enterprise. The restrictions in this subparagraph (b) shall Paragraph will not apply to any activity on behalf employment by or the rendering of a business services to businesses that is sell fuel or convenience items if those businesses are not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by directly competing with the Company or its affiliates subsidiaries, owned or controlled. The restrictions in this Paragraph shall also not be deemed to prohibit the Grantee from owning not more than one percent (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause1%) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding total shares of all classes of stock of any corporation listed on publicly held company. Form of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).WEX Inc. 2019 Equity and Incentive Plan

Non-Competition and Non-Solicitation. During covenants ------------------------------------ and agrees that during the Term of the Agreement and for a period of 12 months after two years following the Executive’s Termination Datetermination of this Agreement, the Executive covenants and agrees that he shall not, will not directly or indirectly without the express prior written consent approval of the Chief Executive Officer of the Company: (a) be employed byconsult with, serve as a consultant advise or otherwise participate, render services to or engage in any business similar to, or otherwise assist which competes with, the business now or directly then being conducted by Company or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same asany of its Affiliates, or substantially similar to, have any interest (other than an interest of 1% or less of the services that the Executive provided to the Company stock of a publicly traded corporation) or its affiliates and are involvement in any such business, whether as an agent, employee, advisor, creditor, proprietor, partner, stockholder, officer, director or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services.otherwise; (b) solicit from any present or attempt past customer, client or vendor of Company or any of its Affiliates any business similar to solicit that now or then being conducted by Company or any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor.its Affiliates; (c) solicitrequest or advise any present or future customer, entice, persuade client or induce any individual who is employed by the vendor of Company or any of its affiliates (Affiliates to withdraw, curtail or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations cancel its business dealings with any other individual or entity other than the Company or any of its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.Affiliates; or (d) directly solicit, suggest or indirectly own an encourage any present or future employee of Company or any of its Affiliates to leave such employ for any reason whatsoever. Should any portion of this Section 7 be deemed unenforceable because of its scope, duration or territory, and only in such event, then the parties consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable in such jurisdiction by a court of competent jurisdiction after exhaustion of all appeals, to give this Section 7 its maximum permissible scope, duration and territory. It is hereby agreed that each breach of this Section 7 is a distinct and material breach of this Agreement and that solely a monetary remedy will be inadequate, impractical and extremely difficult to prove, and that each such breach will cause Company irreparable harm. It is further agreed that, in addition to any and all remedies available at law or equity interest (including monetary damages and Company's right to cease payments under this Agreement), Company shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this Section 7 without the necessity of proving actual damages. Company may pursue any of the remedies described in this Section 7 concurrently or consecutively in any Competitor (other than ownership order as to any such breach or violation, and the pursuit of 5% one of such remedies at any time will not be deemed an election of remedies or less waiver of the outstanding stock right to pursue any of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as other of such ownership is passive in nature)remedies.

Non-Competition and Non-Solicitation. During the Term a. In consideration of the payments to be paid to Employee under this Agreement, Employee agrees that, from the Effective Date (defined below) of this Agreement through the Termination Date and continuing for a period of 12 eighteen months after following the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without by himself or in partnership or as an equity owner or in conjunction with, or as an employee, agent, consultant, unpaid adviser, manager or director of, any other person, business, firm, corporation or other entity, either directly or indirectly, undertake or carry on or be engaged or have any financial or other interest in, businesses, including their divisions, subsidiaries or affiliated entities, which are competitors of WESCO, their subsidiaries or affiliates; provided, however, that this provision shall not prevent Employee from owning less than 1% of any publicly-owned entity or less than 3% of any private equity fund. For clarification, the express written consent parties do not intend for manufacturers that do not engage in distribution of products or services in competition with WESCO, their subsidiaries or affiliates to be considered “competitors” for the purposes of this paragraph. Furthermore, Employee may request that WESCO waive this provision to allow Employee to work for a company that may be considered a competitor of WESCO, and WESCO will consider such requests on a case-by-case basis. Such requests shall be in writing and shall set forth in reasonable detail the basis for the request, the name of the Chief Executive Officer company for whom Employee wishes to work, and the nature of his proposed responsibilities and duties. b. In consideration of the Company: (a) payments to be employed bypaid to Employee under this Agreement, serve as a consultant toEmployee agrees that, or otherwise assist or directly or indirectly provide services to a Competitor from the Effective Date (defined below) if: (i) of this Agreement through the employmentTermination Date and continuing for a period of eighteen months following the Termination Date, consultinghe shall not, assistance directly or services that the Executive is to provide to the Competitor are the same asindirectly, solicit for employment or employ any employee of WESCO, their subsidiaries or affiliates, without WESCO's prior written consent. c. Employee shall not disparage, malign, or substantially similar to, otherwise say or do anything which could adversely affect the reputation and standing of WESCO. d. The Parties agree that in the event Employee should violate any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes terms of this subparagraph (a)Section 5, services provided WESCO would be irreparably and immediately harmed and could not be made whole by others monetary damages. Accordingly, it is agreed that, in addition to any other remedy in which it may be entitled in law or equity, WESCO shall be deemed entitled to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision an injunction (without proof of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Causeactual damages) to terminate prevent breaches or refrain from renewing or extending such employment or threatened breaches of this Section 5, and/or compel to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking specific performance of any such actions by any other individual or entitythis Section 5. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. (a) During the Term of period from the Agreement date hereof to Closing and for a period of 12 months three years after the Executive’s Termination DateClosing-provided, the Executive covenants and agrees that he if this Agreement is terminated pursuant to Section 9.1, this Section 6.9(a) shall notbe of no force or effect each Shareholder will not engage, without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or either directly or indirectly provide services to through any of its Affiliates, whether as owner, principal, shareholder, Employee, consultant or in any other capacity, in any business that may be reasonably considered as competing with the Business anywhere in the world, except as a Competitor customer or authorized distributor of Buyer, or for the benefit of Buyer or otherwise with Buyer’s consent (defined below) if: (i) the employment, consulting, assistance or services which may be withheld in Buyer’s sole discretion). Shareholders acknowledge and agree that the Executive is to provide to current market for the Competitor are the same asproducts and services developed, marketed or substantially similar to, any of the services that the Executive provided to distributed by the Company or its affiliates and are or will be within the Restricted Territory (as defined Subsidiaries, extends throughout the entire world and that it is therefore reasonable to prohibit them from competing with Buyer in Attachment A); or (ii) such business anywhere in the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicesworld. (b) solicit During the period from the date hereof to Closing and for a period of 2 years after Closing-provided, that if this Agreement is terminated pursuant to Section 9.1, this Section 6.9(b) shall be of no force or attempt effect- without the prior written consent of Buyer, no Shareholder nor any Affiliate of a Shareholder will: (i) induce or encourage any Employee, with the knowledge that such person is an Employee, to solicit discontinue, cancel or refrain from any party employment, consulting or similar relationship with the Company or any Subsidiary; (ii) hire an Employee (or any person who is then, or was an Employee at any time during the 12-month period of three months prior to such attempted hiring) or retain an Employee (or any person who was an Employee at any time during the Executive’s Termination Date wasperiod of three months prior to such retention), in each case with the knowledge that such person is or was an Employee during such period, as a customer consultant or supplier other advisor. (iii) The limitations in this Section will not apply to inducement, encouragement, hiring or retention of an Employee (or of a person who was an Employee at any time during the period of three months prior to such retention) if such inducement, encouragement, hiring or retention resulted from a general solicitation or engagement of a recruitment firm outside the jurisdiction of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the CompanySubsidiary by which the Employee was employed, provided that as the restriction in this subparagraph (b) shall not apply to any activity on behalf of case may be, for a business that is not a Competitornon-targeted search. (c) solicitIf any Governmental Entity of competent jurisdiction determines that the restrictive covenant contained in this Section, enticeor any part thereof, persuade is invalid or induce unenforceable for any individual who is employed by reason, the Company or its affiliates (or was so employed within 90 days prior remainder of the restrictive covenant will not thereby be affected and will be given full force and effect, without regard to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate invalid portion or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach portions. If any such employeeGovernmental Entity determines that the restrictive covenant contained in this Section, either or any part thereof, is unenforceable because of the duration or scope of such covenant, such Governmental Entity will have the power to reduce such duration or scope and, in person or through electronic or social mediaits reduced form, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitycovenant will then be enforceable and will be given full force and effect. (d) directly or indirectly own an equity interest in any Competitor (other than ownership Shareholders acknowledge and agree that the provisions of 5% or less this Section 6.9, as they apply to each of them, are reasonable and supported by adequate consideration, that Buyer would not have entered into this Agreement without having received the benefit thereof, that the value of the outstanding stock Shares being purchased hereunder would be substantially diminished without the protections afforded Buyer thereby, and that any breach thereof would result in substantial and irreparable harm to Buyer and its Affiliates and, therefore, that Buyer will be entitled to seek an injunction to prohibit any such breach or anticipated breach, without the necessity of any corporation listed on posting a bond, cash or otherwise, in addition to all of their other legal and equitable remedies, including the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).remedies provided by Article X.

Non-Competition and Non-Solicitation. During the Term (a) In consideration of the Agreement base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the Employment and for a period of 12 months after one year following the termination of the Employment for whatever reason: (i) The Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s Termination Datecapacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (ii) unless expressly consented to by the Company, the Executive covenants and agrees that he shall notwill not seek directly or indirectly, without by the express written consent offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Chief Executive Officer Company employed as at or after the date of the Company: (a) be employed by, serve as a consultant tosuch termination, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) in the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to year preceding such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such servicestermination. (b) solicit or attempt In consideration of the base salary provided to solicit any party who the Executive by the Company hereunder, the adequacy of which is thenhereby acknowledged by the parties hereto, or the Executive agrees that during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier term of the Employment and for a period of one year thereafter (except in the event of a Termination by the Company for without cause pursuant to Section 7(b) or with whom in the event of a Termination by the Executive (or for Good Reason pursuant to Section 7(c)), following the Executive’s subordinates) had Confidential Information or contact on behalf termination of the Employment for whatever reason, unless expressly consented to by the Company, provided that the restriction Executive will not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual who is employed In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that in the event of a Termination by the Company without cause pursuant to Section 7(b) or its affiliates (in the event of a Termination by the Executive for Good Reason pursuant to Section 7(c), then during the term of the Employment and for the period of the duration of the severance pay described in Section 7(e)(1), Section 7(e)(2) or was so employed within 90 days prior Section 7(e)(3), as appropriate, unless expressly consented to by the Executive’s action and Company, the Executive will not involuntarily terminated assume employment with or provide services for any reason other than Cause) Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. The provisions contained in this Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to terminate be void under applicable laws but would be valid if some part thereof was deleted or refrain from renewing the period or extending area of application reduced, such employment or provisions shall apply with such modification as may be necessary to become employed by or enter into contractual relations with make them valid and effective. This Section 9 shall survive the termination of this Agreement for any other individual or entity other than reason. In the Company or its affiliatesevent the Executive breaches this Section 9, the Executive acknowledges that there will be no adequate remedy at law, and the Executive Company shall not approach be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any such employeeevent, either the Company shall have right to seek any and all remedies permissible at law or in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityequity. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. (a) During Executive’s employment with the Term Company and within one year after Executive’s termination of employment with the Company for any reason, whether or not payments are being made under this Agreement, Executive shall not, directly or indirectly, (x) anywhere in the world render any material services for any organization, or engage in any business, that competes in any material respect with the business of the Agreement Company for which Executive has performed material services in any material respect during the two years preceding the Termination Date (a “Competing Business”), or (y) solicit or contact, for the purpose or with the effect of competing or interfering with the business of the Company for which Executive has performed material services in any material respect during the two years preceding the Termination Date (i) any customer or acquisition target under contract with the Company at any time during the last two years of Executive’s employment with the Company, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of Executive’s employment with the Company, (iii) any affiliate of any such customer or prospect, or (iv) any of the individual contacts at customers or acquisition targets established by the Company, Executive or others at the Company during the period of Executive’s employment with the Company. (b) During Executive’s employment with the Company and for a period of 12 months one year after the Executive’s Termination Datetermination of employment with the Company for any reason, whether or not payments are being made under this Agreement, Executive shall not directly or indirectly hire, or encourage or solicit any employee, consultant or independent contractor to leave the Executive covenants and agrees that he shall not, without the express written consent employment or service of the Chief Company for any reason or interfere in any other manner with such relationships at the time existing between the Company and its employees, consultants and independent contractors. As part of this restriction, Executive Officer is prohibited from interviewing or providing any input to any third party regarding any such employee, consultant or independent contractor of the Company: (a) be employed by. However, serve this obligation shall not affect any responsibility Executive may have as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any an employee of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision bona fide hiring and firing of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitorpersonnel. (c) solicitNotwithstanding the foregoing, enticenothing herein shall prohibit Executive from commencing employment with a subsidiary, persuade division or induce any individual who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee, either in person or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking unit of any such actions by any other individual or entity. (d) directly or indirectly own an equity interest entity that engages in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, a Competing Business so long as Executive and such ownership is passive subsidiary, division or unit do not, directly or indirectly, engage in nature)a Competing Business, as determined by the Company’s Chief Executive Officer in good faith on a timely basis after Executive has notified the Company in writing of his commencing, or intention to commence, employment with such subsidiary, division or unit.

Non-Competition and Non-Solicitation. During the Term of the this Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist or to directly or indirectly provide services to a Competitor (defined below) if: ; (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates and are or will be within the Restricted Territory (as defined same geographic areas in Attachment A)which the Company provides products or services; or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such services. (b) solicit or attempt to solicit any party who is then, or during the 12-month period prior to the Executive’s Termination Date was, a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) Executive hall not directly or indirectly: (i) solicit, enticerecruit, persuade induce, attempt to recruit or induce induce, or encourage any individual director, officer, manager or employee who is employed by the Company or its affiliates (or was so employed within 90 days prior to the Executive’s action Termination Date and not involuntarily terminated for any reason other than Cause) to terminate leave their employment with the Company; (ii) hire, retain or refrain from renewing or extending such employment or to become employed by or enter into contractual relations otherwise work with any other individual or entity other than employee who has left the employment of the Company or its affiliates, an affiliate of the Company after the Termination Date if hiring such former employee is proposed to occur within the non-compete term and the Executive shall not approach any such employee, either in person employee would perform the same or through electronic essentially the same job responsibilities as he/she performed for the Company; (ii) assist or social media, for any such purpose or authorize or knowingly cooperate with the taking of any such actions by aid any other individual person, firm, corporation or entityother entity in identifying or hiring any Company employees or (d) provide or pass along to any Company employee any information regarding potential jobs opportunities outside of the Company, including but not limited to, job openings, job postings, or the names or contact information of individuals or companies hiring people or accepting job applications. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).

Non-Competition and Non-Solicitation. During the Term 9.1 In consideration of the Agreement and for a period of 12 months after the Executive’s Termination DateOP Profits Units, the Executive Participant agrees and covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Companynot to: (a) be employed bycontribute his or her knowledge, serve as a consultant to, or otherwise assist or directly or indirectly provide services indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to a Competitor (defined below) if: (i) the employment, consulting, assistance or services that the Executive is to provide to the Competitor are an entity engaged in the same asor similar business as the Company and its Subsidiaries in any geographic area in which the Participant worked, or substantially similar to, any of the services that the Executive provided to represented the Company or its affiliates and are Subsidiaries, or will be within the Restricted Territory (as defined in Attachment A); or (ii) the Confidential Information to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities contact with respect to customers of the provision Company or its Subsidiaries during the Participant’s employment with the Company or any of such services.its Subsidiaries, for a period of nine (9) months following the Participant's Termination of Service; (b) solicit directly or indirectly, solicit, hire, recruit, attempt to solicit any party who is thenhire or recruit, or during induce the 12-month period prior to the Executive’s Termination Date was, a customer or supplier termination of employment of any employee of the Company or its Subsidiaries for or with whom nine (9) months following the Executive (or the Executive’s subordinates) had Confidential Information or contact on behalf Participant's Termination of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor.Service; or (c) directly or indirectly, solicit, enticecontact (including, persuade but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or induce meet with any individual who is employed current or actively sought prospective customers of the Company or any of its Subsidiaries with whom the Participant had material contact during the Participant’s employment with the Company or any of its Subsidiaries, for purposes of offering or providing goods or services similar to or competitive with those offered by the Company or any of its affiliates Subsidiaries for a period of nine (or was so employed within 90 days prior to 9) months following the Executive’s action Participant's Termination of Service. (d) The restrictions in this Section 10 are in addition to, and not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with in lieu of, any other individual or entity similar obligations the Participant may have under any other than agreement with the Company or its affiliates. 9.2 If the Participant breaches any of the covenants set forth in Section 10.1 of this Agreement: (a) all unvested OP Profits Units shall be immediately forfeited; and (b) the Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the Executive necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not approach any such employeein lieu of, either in person legal remedies, monetary damages or through electronic or social media, for any such purpose or authorize or knowingly cooperate with the taking other available forms of any such actions by any other individual or entityrelief. (d) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York Stock Exchange or the American Stock Exchange or included in the NASDAQ System, so long as such ownership is passive in nature).]

Non-Competition and Non-Solicitation. During the Term of the Agreement and for a period of 12 months after the Executive’s Termination Date, the Executive covenants and agrees that he shall not, without the express written consent of the Chief Executive Officer of the Company: (a) be In order to induce Purchaser to enter into this Agreement, each Unitholder, severally and not jointly, agrees that it will not, and will not permit any of its controlled Affiliates or their respective directors, officers, managers, employees employed by, serve as a consultant by such Unitholder at such time and agents and advisors to the extent acting on behalf of such Unitholder or Affiliate to, or otherwise assist or directly or indirectly provide services to a Competitor indirectly, in each case on its own behalf or for the benefit of any other Person, other than on behalf of Purchaser or its Affiliates (defined below) if: including the Company and its Subsidiaries): (i) during the employmentperiod beginning on the date hereof and ending on the second (2nd) anniversary of the Closing Date, consultingengage in, assistance have an interest in or services otherwise be employed by (whether as an owner, operator, partner, member, manager, employee, officer, director, consultant, advisor, lender, representative or otherwise) any business or organization engaged in the business of providing (A) residential loan review and due diligence services, (B) oversight and monitoring of residential servicer and residential loan performance or (C) REO-to-rental component and securitization services, in each case, to unaffiliated third parties in exchange for fees (collectively, the “Restricted Services”); provided that (x) ownership of less than five percent (5%) of the Executive is outstanding stock of any publicly traded corporation, (y) ownership of MSLS Holdings and its direct and indirect subsidiaries, but only with respect to provide their activities relating to the Competitor are the same as, residential or substantially similar to, commercial loan servicing anywhere in Europe and (z) providing any of the services that Restricted Services to any Affiliate of any investment fund managed by Greenfield Partners, LLC for no consideration (other than management fees and/or the Executive provided reimbursement of out-of-pocket expenses) shall not be deemed to be violations of this Section 6.13(a)(i) solely by reason thereof; (ii) during the period beginning on the date hereof and ending on the second (2nd) anniversary of the Closing Date, (A) solicit any Person who is or was or whose Affiliate is or was during the twelve (12) months preceding such solicitation a customer of the Company or any of its affiliates Subsidiaries for the purpose of providing services competitive with those currently provided by the Company and are or will be within the Restricted Territory (as defined in Attachment A)its Subsidiaries; or (iiB) the Confidential Information enter into or seek to enter into any agreement with any such Person pursuant to which the Executive had access could reasonably any such Unitholder or its Affiliates would be expected to benefit the Competitor if the Competitor were to obtain access to such Confidential Information. For purposes of this subparagraph (a), engaged in providing services provided by others shall be deemed to have been competitive with those currently provided by the Executive if the Executive had material supervisory responsibilities Company and its Subsidiaries (in each case, other than by virtue of ownership of MSLS Holdings and its direct and indirect subsidiaries, but only with respect to their activities relating to residential or commercial loan servicing anywhere in Europe, which are expressly excluded from the provision scope of such services.this Section 6.13(a)(ii)); (biii) during the period beginning on the date hereof and ending on the third (3rd) anniversary of the Closing Date, contact, approach or solicit for the purpose of offering employment to or attempt to solicit any party who is thenhiring or retaining, or during actually hire or retain (x) the 12-month period prior to the Executive’s Termination Date wasemployees listed on Schedule 6.13(a)(iii)(A), a customer or supplier of the Company for or with whom the Executive (or the Executive’s subordinatesy) had Confidential Information or contact on behalf of the Company, provided that the restriction in this subparagraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) solicit, entice, persuade or induce any individual Person who is employed by the Company or any of its affiliates Subsidiaries on the Closing Date and who reports directly to any employee listed on Schedule 6.13(a)(iii)(A) on the Closing Date or (z) any sales employee of the Company or was so any of its Subsidiaries who is employed within 90 days prior by the Company or any of its Subsidiaries on the Closing Date (the Persons described in clauses (x)-(z), each, a “Restricted Employee”), or attempt to the Executive’s action and persuade any such Person not involuntarily terminated for any reason other than Cause) to terminate or refrain from renewing or extending such employment or to become employed or retained or continue to be employed or retained by or enter into contractual relations with any other individual or entity other than the Company or its affiliatesAffiliates (including Purchaser and its Affiliates) or to terminate his or her employment or services with the Company or its Affiliates (including Purchaser and its Affiliates); provided that the foregoing restrictions contained in this Section 6.13(a)(iii) shall not prohibit general solicitations that are not targeted specifically at the employees that are the subject of this Section 6.13(a)(iii), shall not apply to any Person whose employment is terminated by the Company or any of its Subsidiaries other than for cause and shall not apply to any Person listed on Schedule 6.13(a)(iii)(B); or (iv) during the period beginning on the date hereof and ending on the first (1st) anniversary of the Closing Date, and other than with respect to any Restricted Employee, contact, approach or solicit for the Executive purpose of offering employment to or hiring or retaining, or actually hire or retain any other Person who is employed by the Company or any of its Subsidiaries on the Closing Date or attempt to persuade any such Person not to become employed or retained or continue to be employed or retained by the Company or its Affiliates (including Purchaser and its Affiliates) or to terminate his or her employment or services with the Company or its Affiliates (including Purchaser and its Affiliates); provided that the foregoing restrictions contained in this Section 6.13(a)(iv) shall not approach prohibit general solicitations that are not targeted specifically at the employees that are the subject of this Section 6.13(a)(iv), shall not apply to any such employee, either in person Person whose employment is terminated by the Company or through electronic or social media, any of its Subsidiaries other than for cause and shall not apply to any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityPerson listed on Schedule 6.13(a)(iii)(B). (db) directly or indirectly own an equity interest in any Competitor (other than ownership of 5% or less It is the intent of the outstanding stock Parties that the provisions of this Section 6.13 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any corporation listed on particular provision or portion of this Section 6.13 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the New York Stock Exchange minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the American Stock Exchange operation of such provision or included portion in the NASDAQ System, so long particular jurisdiction in which such adjudication is made. (c) The Parties acknowledge that damages and remedies at law for any breach of this Section 6.13 may be inadequate and that Purchaser shall be entitled to seek specific performance and other equitable remedies (including an injunction) and such other relief as such ownership is passive a court or tribunal may deem appropriate in nature)addition to any other remedies Purchaser may have in the event of a breach of this Section 6.13.