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

Non-Competition and Non-Solicitation. (a) The Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory. (1) 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 Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industry.

Non-Competition and Non-Solicitation. (a) The Employee agrees and Executive acknowledges that the 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 Employee course of the Executive's employment with the Company the Executive has already received had and will receive is valuable have access to the Corporation Company's Inventions and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide Confidential Information (the “Territory”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 TerritoryCompany, scope including, but not limited to, any goodwill created as a result of prohibited competitiondirect or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and time duration set forth in the non-competition restrictions set forth below agree that Executive possesses skills that are reasonable special, unique or extraordinary and necessary to maintain that the value of the Confidential Information ofCompany depends upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that: (a) During the Term, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after thereafter, the termination of Employee’s employment for whatever reasonExecutive may not, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the CorporationBoard, directly or indirectly, in any capacity whatsoever, including, without limitation, (whether as an employee, employeragent, servant, owner, partner, consultant, principalindependent contractor, partnerrepresentative, shareholder, officer, director stockholder or in any other individual capacity whatsoever) participate in any business that offers products or representative capacity (other than (i) as a holder of less than two (2%) percent of services competitive in any way to those offered by the outstanding Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a company whose shares are traded on any national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation. (iib) as a limited partnerDuring the Term, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter, the termination Executive may not entice, solicit or encourage any Company employee to leave the employ of the Employee’s employment for whatever reasonCompany or any independent contractor to sever its engagement with the Company, and regardless whether absent prior written consent to do so from the termination in voluntary or involuntary, within the TerritoryBoard. (1c) EngageDuring the Term, ownand for a period of one year thereafter, managethe Executive may not, operatedirectly or indirectly, controlentice, be employed bysolicit or encourage any customer, consult forprospective customer, participate invendor, strategic partner or be connected in any manner business associate of the Company to cease doing business with the ownershipCompany, management, operation or control of any business in competition reduce its relationship with the Business of Company or refrain from establishing or expanding a relationship with the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industryCompany.

Non-Competition and Non-Solicitation. (a) The Employee agrees and Executive acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition following restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that Executive’s activities during and after the CorporationExecutive’s business is conducted worldwide (the “Territory”)employment are necessary, appropriate 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 value of the Confidential Information of, and to protect the goodwill goodwill, Confidential Information and other legitimate business interests ofof the Company from unfair and inappropriate competition: (i) During the Restricted Period, the CorporationExecutive will not, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryMFA, within the Territory. (1) Engage, ownUnited States, manage, operate, controlcontrol or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, be provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor. (ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company. (iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, consult foror to enter into a business relationship with, participate inany other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be connected in any manner with the ownership, management, operation or control a violation of any business in competition with the Business of the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industrythis Section 7(b)(iii).

Non-Competition and Non-Solicitation. (a) The Employee Executive hereby covenants and agrees and acknowledges that during the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest Term of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reasonthereafter, and regardless whether the termination in voluntary Executive shall not, directly or involuntary, within the Territory. indirectly: (1i) Engage, own, manageown any interest in, operate, controljoin, be employed bycontrol or participate as a partner, consult fordirector, participate inprincipal, officer or agent of, enter into the employment of, act as a consultant to, or be connected in perform any manner services for any entity (each a “Competing Entity”) which has material operations which compete with the ownership, management, operation or control of any business in competition with which the Business Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the CorporationExecutive, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector proposes to engage; (ii) solicit any customer or client of the global communications industryCompany or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after period following the termination end of EmployeeExecutive’s employment for whatever any reason, and regardless whether the termination is voluntary Executive shall not, either on Executive’s own behalf or involuntary, within the Territory. on behalf of any third party (bA) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, directly or indirectlyindirectly hire any employee, in independent contractor, or consultant or any capacity whatsoever, including, without limitation, as person who was an employee, employerindependent contractor, 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 consultant of the outstanding securities of a company whose shares are traded on any national securities exchange Company within the preceding six (6) months, or (iiB) as a limited partnerdirectly or indirectly encourage, passive minority interest holder in a venture capital fundinduce, private equity fund attempt to induce, solicit or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect attempt to such portfolio companies), whether solicit (on the EmployeeExecutive’s own behalf or on behalf of any other person business, enterprise, or entity individual) any employee, independent contractor, or otherwise howsoeverconsultant to leave or curtail his or her employment or engagement with the Company or any of its affiliates; provided, however, that notwithstanding the foregoing, this Section 7(a) shall not prevent Executive from undertaking general solicitations of employment not targeted at employees, independent contractors, or consultants of the Company or any of its affiliates (so long as Executive does not, directly or indirectly, hire any such employee, independent contractor, or consultant). (b) The Parties agree that the relevant public policy aspects of post-employment restrictive covenants have been discussed, and that every effort has been made to limit the restrictions placed upon Executive to those that are reasonable and necessary to protect the Company’s legitimate interests. Executive acknowledges that, based upon Executive’s education, experience, and training, the restrictions set forth in this Section 7 will not prevent Executive from earning a livelihood and supporting Executive and Executive’s family during the Term relevant time period. Executive further acknowledges that, because the Company markets its products and services throughout the Restricted Territory, a more narrow geographic limitation on the restrictive covenants set forth above would not adequately protect the Company’s legitimate business interests. (c) If any restriction set forth in this Section 7 is found by any court of competent jurisdiction or arbitrator to be unenforceable because it extends for too long a period of one time or over 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 area as to which it may be enforceable. (1d) year after The restrictions contained in Section 7 are necessary for the protection of the business and goodwill of the Company and/or its affiliates and are considered by Executive to be reasonable for such purposes. Executive agrees that any material breach of Section 7 will result in irreparable harm and damage to the Company and/or its affiliates that cannot be adequately compensated by a monetary award. Accordingly, it is expressly agreed that in addition to all other remedies available at law or in equity (including, without limitation, money damages from Executive), the Company and/or such affiliate shall be entitled to a temporary restraining order, preliminary injunction or such other form of injunctive or equitable relief as may be issued by any court of competent jurisdiction or arbitrator to restrain or enjoin Executive from breaching any such covenant or provision or to specifically enforce the provisions hereof, without the need to post any bond or other security. (e) The existence of a claim, charge, or cause of action by Executive against the Company shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants. (f) The provisions of this Section 7 shall apply regardless of the reason for the termination of the EmployeeExecutive’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territoryemployment. (1) 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 Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industry.

Non-Competition and Non-Solicitation. (a) The Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s 's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory. (1) 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 Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products the development and services sector sale of the global communications industrylighter than air and heavier than air tethered aerostats or drones.

Non-Competition and Non-Solicitation. (a) The Employee agrees and acknowledges Parties have agreed that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest primary service area of the CorporationEmployer’s operations, including lending and deposit taking functions, in which Executive will actively participate extends to be protected by an area that encompasses a thirty-five (35)-mile radius from each banking or other office location of the non-competition restrictions set forth herein. The Employee agrees Employer and acknowledges that any Affiliates as of the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide Termination Date (such area, the “TerritoryRestrictive Area”). Therefore, as an essential ingredient of 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions consideration of this Section 9 shall survive Agreement and Executive’s employment with the Employer, Executive, during Executive’s employment with the Employer and for the Restrictive Period immediately following the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of EmployeeExecutive’s employment for whatever any reason, and regardless whether such termination occurs during the termination is voluntary Employment Period or involuntarythereafter, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent directly or indirectly do any of the Corporation, 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 following: (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 Engage 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory. (1) Engageinvest in, own, manage, operate, finance, control, be employed by, consult for, participate in, or be connected in any manner with 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 Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, in each case in the capacity that Executive provided services to the Employer or any Affiliate, any Financial Institution; provided, however, that the ownership by Executive of shares of the capital stock of any business Financial Institution, which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five (5) percent (5%) of the institution’s outstanding capital stock, shall not violate any terms of this Agreement; (ii) Either for Executive or any Financial Institution: (A) induce or attempt to induce any employee of the Employer or any of its Affiliates with whom Executive had significant contact to leave the employ of the Employer or any of its Affiliates; (B) in competition any way interfere with the Business relationship between the Employer or any of its Affiliates and any employee of the CorporationEmployer or any of its Affiliates with whom Executive had significant contact; or (C) induce or attempt to induce any customer, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector supplier, licensee or business relation of the global communications industryEmployer or any of its Affiliates with whom Executive had significant contact to cease doing business with the Employer or any of its Affiliates or in any way interfere with the relationship between the Employer or any of its Affiliates and their respective customers, suppliers, licensees or business relations with whom Executive had significant contact; or (iii) Either for Executive or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of the Employer or any of its Affiliates, where Executive had significant contact with such person or entity, with respect to products, activities or services that compete in whole or in part with the products, activities or services of the Employer or any of its Affiliates.

Non-Competition and Non-Solicitation. (a) The Employee agrees and Executive acknowledges that the 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 Employee course of the Executive’s employment with the Company the Executive has already received had and will receive is valuable have access to the Corporation Company’s Inventions and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide Confidential Information (the “Territory”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 TerritoryCompany, scope including, but not limited to, any goodwill created as a result of prohibited competitiondirect or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and time duration set forth in the non-competition restrictions set forth below agree that Executive possesses skills that are reasonable special, unique or extraordinary and necessary to maintain that the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests ofCompany depends upon his use of such skills on its behalf. In recognition of this, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, Executive covenants and regardless whether the termination is voluntary or involuntary, within the Territory.agrees that: (ba) The Employee hereby agrees and covenants that he shall not without During the prior written consent of the CorporationTerm, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter, the termination Executive may not, without the prior written consent of the EmployeeCompany’s employment for whatever reasonboard of directors (the “Board”), and regardless (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those offered by the termination Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in voluntary or involuntary, within the Territorynational over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation. (b) During the Term, and for a period of one (1) Engageyear thereafter, ownthe Executive may not entice, manage, operate, control, be employed by, consult for, participate in, solicit or be connected in encourage any manner Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the ownershipCompany, managementabsent prior written consent to do so from the Board. (c) During the Term, operation and for a period of one (1) year thereafter, the Executive may not, directly or control indirectly, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of any the Company to cease doing business in competition with the Business of Company, reduce its relationship with the Corporation, as defined in Company or refrain from establishing or expanding a relationship with the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industryCompany.

Non-Competition and Non-Solicitation. (a) The Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and In order to protect the confidential information, business, and goodwill of the Company, and other legitimate business interests ofdue to the special, unique and extraordinary services provided by the Executive, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby Executive agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoeverthat, during the Term Executive’s employment, and for a period of one six (16) year months after separation from employment, the termination Executive will not, on behalf of any person or entity other than the Employee’s employment for whatever reasonCompany, and regardless whether the termination in voluntary directly or involuntary, within the Territory.indirectly: (1i) Engagein a competitive capacity and in or from the geographic area in which the Company operates, own, manage, operate, control, be employed byfinance, consult foroperate or participate in the ownership, participate inmanagement or operation of, or act as an agent, consultant, or be connected employed with, any business engaged in the development, production, marketing, sale or servicing of rechargeable, lithium-ion batteries and/or battery systems for energy storage (the “Competitive Business”); provided, however, after the Date of Termination the Executive may be employed by or serve on the board of directors of any manner entity who engages in the Competitive Business as long as (A) the revenue generated by the entity and related to the Competitive Business is less than 5% of the total revenue of such entity and (B) the Executive has no involvement in such entity’s Competitive Business. The Executive further agrees that the Executive will not assist in the research and development of products where such research and development would be aided by the confidential information learned in the course of the Executive’s employment with the ownership, management, operation Company or control which compete with those products or services of any business in competition the Competitive Business; (ii) provide or offer to provide products or services that compete with the Business Company’s products or services of the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector Competitive Business to: (A) any customer of the global communications industryCompany; (B) any customer of the Company with whom the Executive has had contact in furtherance of the provision of or the offer to provide Company products or services or over which the Executive has had responsibility during the last two years of employment; (C) any prospective customer with whom the Executive has had contact (either directly or indirectly) in furtherance of the provision of or the offer to provide Company products or services or over which the Executive had responsibility during the Executive’s last two years of employment; or (D) any customer or prospective customer about whom the Executive has obtained confidential information; (iii) request or advise any customer of the Company, or any person or entity having business dealings with the Company, to withdraw, curtail, or cease such business with the Company; or (iv) encourage, solicit, induce, or attempt to encourage, solicit or induce any other employee, agent or representative of the Company to leave his/her employment (or terminate his/her relationship) with the Company or hire or attempt to hire for any competitor or other person, in a competitive or any other business, any person who is an employee, agent or representative of the Company at such time (or who was an employee, agent or representative of the Company at any time within the preceding 180 days). The parties expressly agree that the terms of this Section 8(d) are reasonable, enforceable, and necessary to protect the Company’s interests and to prevent unfair competition by the Executive. The parties further agree that the restricted period of time set forth herein (i.e., six (6) months) is a material term of this Agreement and that the Company is entitled to the Executive’s compliance with these terms during that full period of time. Therefore, the Executive agrees that the restricted period of time will be tolled during any period of noncompliance and that if the Company is required to seek injunctive relief or other relief, the restricted period of time set forth herein will not commence until the Executive is in compliance with this Section 8(d). The Executive also agrees that this Section 8(d) does not affect the Executive’s ability to earn a livelihood.

Non-Competition and Non-Solicitation. (a) The Employee Executive hereby covenants and agrees and acknowledges that during the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after following the termination of the EmployeeExecutive’s employment by either the Company or the Executive for whatever any reason, and regardless whether the termination in voluntary or involuntary, within Executive shall not (i) perform services which are substantially similar and/or equivalent to the Territory. (1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner services being performed by the Executive during his employment with the ownershipCompany, management, operation individually or control on behalf of any person, firm, partnership, association, business in competition with organization, corporation or entity (each, a “Competing Entity”) that owns, operates, acquires or develops multi-family residential properties within one or more states where the Business Company’s properties, at the time of the CorporationExecutive’s termination, are located and which Competing Entity has total assets in excess of $200,000,000 as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industrymost recently completed quarter prior to the Executive's termination, which value shall be calculated in accordance with generally accepted accounting principles; (ii) directly or indirectly solicit any customer or client of the Company (other than on behalf of the Company) with respect to the business described in subsection (i) hereof; or (iii) directly or indirectly induce or encourage any employee of the Company or affiliated entities to leave the employ of the Company or affiliated entities. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 10.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 10.1 relating to the time period, the area of restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, such provision(s) shall be reformed by such court by limit or reducing it to the minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s obligations under this Section 10.1 shall terminate and be of no further force and effect if the Company shall fail to make the payments to the Executive required by Section 7 and/or Section 8 of this Agreement after failing to cure such non-payment within thirty (30) days after receiving written notice from the Executive of such non-payment.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory. (1) . 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 whose primary objective is the mining of crypto currencies through the use of various hashing algorithms and specialized hardware. 2. Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Corporation 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 Corporation, as defined ; 3. Attempt in the next sentence. “Business” shall mean mobile satellite products and services sector any manner to solicit or accept from any customer of the global communications industryCorporation, with whom Executive had significant contact during Executive’s employment by the Corporation (whether under this Agreement or otherwise), business competitive with the Business done by the Corporation 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 Corporation, or if any such customer elects to move its business to a person other than the Corporation, provide any services of the kind or competitive with the Business of the Corporation 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 Corporation; or 4. Interfere with any relationship, contractual or otherwise, between the Corporation and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Corporation, for the purpose of soliciting such other party to discontinue or reduce its business with the Corporation for the purpose of competing with the Business of the Corporation. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Executive’s employment for a period of two (2) years thereafter.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Parent and that its protection and maintenance constitutes a legitimate business interest of the CorporationParent, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationParent’s business Business (as defined in Section 13(b) (1) below) is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationParent, its affiliates and/or its clients or customers. The provisions of this Section 9 13 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationParent, 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 CorporationParent; provided however, that the Employee 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 EmployeeExecutive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 CorporationParent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean mobile satellite products research, development, techniques and services sector technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the global communications industryservices of Employee hereunder, as well as all activities that involve the making, use or licensing thereof. (2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Parent 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 Parent; (3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent 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 Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent 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 Parent; or (4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of two (2) years thereafter.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to The Company and the Corporation Company and that its protection and maintenance constitutes a legitimate business interest of The Company and the CorporationCompany, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationCompany’s and The Company’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationCompany, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationCompany, 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, 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 CorporationCompany or the Company; provided however, that the Employee 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 EmployeeExecutive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1i.) 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 CorporationCompany, as defined in the next sentence. For purposes hereof, the term “Business” shall mean mobile the sales and service of satellite products voice and services sector data equipment; ii.) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the global communications industryCompany 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 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 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, for the 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 Section 8 shall continue during the Term hereof and, upon termination of the Executive’s employment pursuant to Section 5 for a period of one (1) year thereafter.

Non-Competition and Non-Solicitation. (a) The Employee agrees and Executive acknowledges that the 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 Employee course of the Executive's employment with the Company the Executive has already received had and will receive is valuable have access to the Corporation Company's Inventions and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide Confidential Information (the “Territory”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 TerritoryCompany, scope including, but not limited to, any goodwill created as a result of prohibited competitiondirect or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and time duration set forth in the non-competition restrictions set forth below agree that Executive possesses skills that are reasonable special, unique or extraordinary and necessary to maintain that the value of the Confidential Information ofCompany depends upon his/her use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that: (a) During the Term, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one six (16) year after months thereafter, the termination of Employee’s employment for whatever reasonExecutive may not, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the CorporationBoard, directly or indirectly, in any capacity whatsoever, including, without limitation, (whether as an employee, employeragent, servant, owner, partner, consultant, principalindependent contractor, partnerrepresentative, shareholder, officer, director stockholder or in any other individual capacity whatsoever) participate in any business that offers products or representative capacity (other than services competitive in any way to those offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from (i) as a holder of less than two (2%) percent of the outstanding owning securities of corporations which are listed on a company whose shares are traded on any national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 3% of the outstanding shares of an such corporation or (ii) as after termination of his/her employment (x) participating in the business of a limited partnerseparately managed and operated division, passive minority interest holder in subsidiary or affiliate of a venture capital fundCompetitor, private equity fund provided that such division, subsidiary or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive affiliate does not offer Competitive Services and the Executive has no business communications with the Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf employees of any other person division, subsidiary or affiliate of the Competitor that offers Competitive Services regarding the business of the competitive division, subsidiary or affiliate or (y) becoming affiliated with an entity that is not a Competitor but that is subsequently acquired by or otherwise howsoevermerged with a Competitor, during provided that, following such acquisition or merger, s/he is participating in the Term business of a separately managed and operated division, subsidiary or affiliate of the Competitor that does not offer Competitive Services and s/he has no business communications with employees of any division, subsidiary or affiliate of the Competitor that offers Competitive Services regarding the business of the competitive division, subsidiary or affiliate. (b) During the Term, and for a period of one (1) year after thereafter, the termination Executive may not entice, solicit or encourage any Company employee to leave the employ of the Employee’s employment for whatever reasonCompany or any independent contractor to sever its engagement with the Company, and regardless whether absent prior written consent to do so from the termination in voluntary or involuntary, within the TerritoryCompany. (c) During the Term, and for a period of one (1) Engageyear thereafter, ownthe Executive may not, managedirectly or indirectly, operateentice, controlsolicit or encourage any customer, be employed byprospective customer, consult forvendor, participate in, strategic partner or be connected in any manner business associate of the Company to cease doing business with the ownershipCompany, management, operation or control of any business in competition reduce its relationship with the Business of Company or refrain from establishing or expanding a relationship with the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industryCompany.

Non-Competition and Non-Solicitation. (a) The Employee agrees and Executive acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition following restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that Executive’s activities during and after the CorporationExecutive’s business is conducted worldwide (the “Territory”)employment are necessary, appropriate 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 value of the Confidential Information of, and to protect the goodwill goodwill, Confidential Information and other legitimate business interests ofof the Company from unfair and inappropriate competition: (i) During the Restricted Period, the CorporationExecutive will not, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryMFA, within the Territory. (1) Engage, ownUnited States, manage, operate, controlcontrol or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, be provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor. (ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company. (iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the earlier of the second anniversary of the Executive’s termination of employment or December 31, 2021, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, consult foror to enter into a business relationship with, participate inany other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be connected in any manner with the ownership, management, operation or control a violation of any business in competition with the Business of the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industrythis Section 7(b)(iii).

Non-Competition and Non-Solicitation. (a) The Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year 3 months after the termination of Employee’s employment for whatever reason, and regardless of whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 five (25%) 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity except for and with any entities in which Employee is currently affiliated or associated with or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory. (1) 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 Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industry.

Non-Competition and Non-Solicitation. (a) The Employee agrees and Executive acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has substantial relationships with its customers and the Executive has had and will continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5, and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition following restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that Executive’s activities during and after the CorporationExecutive’s business is conducted worldwide (the “Territory”)employment are necessary, appropriate 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 value of the Confidential Information of, and to protect the goodwill goodwill, Confidential Information and other legitimate business interests ofof the Company from unfair and inappropriate competition: i. During the Restricted Period, the CorporationExecutive will not, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryMFA, within the Territory. (1) Engage, ownUnited States, manage, operate, controlcontrol or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, be provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or serve as an officer, director, employee or consultant of, any Competitor. ii. During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company. iii. During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the second anniversary of the Executive’s termination of employment, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, consult foror to enter into a business relationship with, participate inany other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be connected in any manner with the ownership, management, operation or control a violation of any business in competition with the Business of the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industrythis Section 7(b)(iii).

Non-Competition and Non-Solicitation. (a) The Employee agrees and acknowledges that in connection with his employment, he has and will continue to have access to specialized knowledge of the market analyses, marketing practices, technology, clients and prospective clients of the Company, and other Confidential Information, goodwill and trade secrets that were among the assets of the Company prior to the Effective Date. Employee acknowledges his expertise and specialized knowledge of research and development, and other Confidential Information of the Company. Employee will continue to obtain and develop specialized knowledge of Confidential Information of the Company and its affiliates and the business of the Company through his continued involvement in the business of the Company, including his employment under this Agreement, and that such Confidential Information will enable Employee to irreparably injure the Company if Employee should engage in unfair competition. The Company’s promise to provide Employee with this Confidential Information is an essential part of the Company’s agreement to employ Employee pursuant to this Agreement. (b) Ancillary to and in consideration of the Company’s promises and undertakings in this Agreement, including the promise to provide specialized training and knowledge, the promise to provide Employee access to and control of Confidential Information that the Employee has already received Company and its affiliates will continue to develop and/or receive is valuable to the Corporation and that its Employee will have access to during his employment with the Company, and to ensure the protection and maintenance constitutes a legitimate business interest of the CorporationCompany’s and its affiliates’ Confidential Information during Employee’s employment and thereafter, to be protected by the non-competition restrictions set forth herein. The Employee agrees and acknowledges covenants that during the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one his employment and until the date that is twelve (112) year months after the termination of Employee’s employment for whatever reasonany reason whatsoever, and regardless whether the termination is voluntary or involuntaryinvoluntary (the “Restrictive Period”) he will not, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent approval of the Corporation, 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 Company: (i) as acquire 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 partnerfinancial interest in, passive minority interest holder in a venture capital fundengage in, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory. (1) Engage, own, manage, operate, controlact for, be employed by, consult forprovide services to, participate or contract with, directly or indirectly (whether individually or as a partner, officer, manager, employee, agent, representative, director, owner, trustee, or other investor of or in, whether as an independent contractor, consultant or be connected advisor, or as a sales representative or distributor of any kind) with respect to a Competitive Business; (ii) solicit or encourage, directly or indirectly and in any manner capacity, any employee of the Company to leave the employment of the Company; (iii) employ or solicit for employment, directly or indirectly and in any capacity, any person who was an employee of the Company during the 6-month period preceding the date of Employee’s termination from the Company, unless such employee was no longer employed by the Company or its affiliates and is not subject to a non-competition or similar agreement in favor of the Company or its affiliates at the time of the solicitation and/or employment; and (iv) solicit or encourage, directly or indirectly and in any capacity, any individual consultant then under contract with the ownershipCompany to cease work with the Company; (v) contact, managementdirectly or indirectly and in any capacity, operation any customer, supplier, contractor or control subcontractor or prospective customer, supplier, contractor or subcontractor of the Company or its affiliates (1) with whom Employee has had contact on behalf of the Company or its affiliates during the 12-month period preceding the date of Employee’s termination, or (2) about whom Employee has obtained Confidential Information in connection with such Employee’s employment during such 12-month period, or (3) with whom employees reporting to Employee have had personal contact or dealings on behalf of the Company during the 12-month period preceding the date of Employee’s termination, so as to cause or attempt to cause such customer, supplier, contractor or subcontractor or prospective customer, supplier, contractor or subcontractor not to do business with or to reduce business with the Company or its affiliates or divert any business from the Company or its affiliates with respect to a Competitive Business. Nothing contained in this Section 4.1 shall prohibit Employee from (x) acquiring, solely as an investment and through market purchases, securities of any entity which is registered under Section 12(b) or 12(g) of the Securities and Exchange Act of 1934 and which are publicly traded, so long as Employee is not part of any control group of such entity and such securities, including converted securities, do not constitute more than 1% of the outstanding voting power of that entity; or (y) rendering services to any company that derives less than 10% of its revenues from a Competitive Business (a “Permitted Company”), if such services or employment relate solely to a business of the Permitted Company that is not in competition with a Competitive Business. Notwithstanding the Business of foregoing, the Corporation, restrictions set forth in Section 4.1(b)(i) shall not apply if the benefit amounts payable to Employee as defined a Participant in the next sentence. “Business” shall mean mobile satellite products and services sector Kraton Performance Polymers, Inc. Executive Severance Program in the event of Employee’s termination of employment from the global communications industryCompany are materially reduced after the Effective Date.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Parent and that its protection and maintenance constitutes a legitimate business interest of the CorporationParent, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationParent’s business Business (as defined in Section 13(b) (1) below) is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationParent, its affiliates and/or its clients or customers. The provisions of this Section 9 13 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationParent, 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 CorporationParent; provided however, that the Employee 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 EmployeeExecutive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 CorporationParent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean mobile satellite products research, development, techniques and services sector technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G- protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the global communications industryservices of Employee hereunder, as well as all activities that involve the making, use or licensing thereof. (2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Parent 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 Parent; (3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent 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 Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent 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 Parent; or (4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of two (2) years thereafter.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Parent and that its protection and maintenance constitutes a legitimate business interest of the CorporationParent, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationParent’s business Business (as defined in Section 13(b) (1) below) is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationParent, its affiliates and/or its clients or customers. The provisions of this Section 9 13 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationParent, 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 CorporationParent; provided however, that the Employee 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 Employee’s Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 CorporationParent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean mobile satellite products research, development, techniques and services sector technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the global communications industryservices of Employee hereunder, as well as all activities that involve the making, use or licensing thereof. (2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Parent 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 Parent; (3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent 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 Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent 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 Parent; or (4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of two (2) years thereafter.

Non-Competition and Non-Solicitation. (a) The Employee agrees and acknowledges that For an eighteen (18) month period following the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest Closing Date, Seller shall not (1) solicit Branch Customers for financial products or services of the Corporationtype included in the Purchased Assets or the Assumed Liabilities on the basis of their being or having been a Branch Customer (e.g., through use of a list of Branch Customers), or (2) establish or maintain any retail branch banking office or ATM in the areas listed in Schedule 7.7(a) serving the mass retail banking market and the small business banking market currently served by Seller through Business Direct; provided, however, that, for the avoidance of doubt, this Section 7.7(a) shall not prohibit or in any way limit Seller or any of its Affiliates, after the Closing Date, from offering products and services to be protected by customers as part of the non-competition restrictions set forth herein. The Employee agrees businesses of Seller and acknowledges its Affiliates that are not being sold pursuant to this Agreement, including the non-competition restrictions set forth herein are reasonable conduct of the Retained Business, the Excluded Assets or the Excluded Liabilities and necessary and any business of Seller conducted on a national or regional basis so long as such activities do not impose undue hardship involve the solicitation of customers described in the preceding clause (1); provided further that this Section 7.7(a) shall not restrict Seller or burdens on any of its Affiliates from making any acquisition (through merger, stock purchase or purchase of all or substantially all of another banking institution’s assets) of any then existing retail branch banking office or ATM from another banking institution located in the Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”areas listed in Schedule 7.7(a), and provided 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 value of the Confidential Information of, and to protect newly acquired retail branch banking offices or ATMs within the goodwill and other legitimate business interests of, areas listed in Schedule 7.7(a) would not constitute more than 40% of such acquired entity’s consolidated total revenues in the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive last completed fiscal quarter immediately preceding the termination consummation of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorypurchase transaction. (b) The Employee hereby agrees Without limiting the Confidentiality Agreement, for an eighteen (18) month period following the Closing Date: (1) Purchaser and covenants that he its Affiliates shall not without the prior written consent of the Corporationnot, directly or indirectly, solicit for employment or hire any Retained Employee; provided that this Section 7.7(b)(1) shall not prohibit Purchaser or any of its Affiliates from (i) engaging in solicitation by means of a general purpose advertisement not specifically targeted at the Retained Employees or hiring any capacity whatsoeverRetained Employee as a result of such general purpose advertisement or (ii) hiring any Retained Employee who was terminated by Seller after the Closing Date; and (2) Seller shall not, directly or indirectly, solicit for employment any Transferred Branch Employee; provided that this Section 7.7(b)(2) shall not prohibit Seller from (i) engaging in solicitation by means of a general purpose advertisement not specifically targeted at the Transferred Branch Employees or hiring any Transferred Branch Employee as a result of such general purpose advertisement or (ii) hiring any Transferred Branch Employee who was terminated by Purchaser or any of its Affiliates after the Closing Date. (c) For an eighteen (18) month period following the Closing Date, and without limiting any confidentiality obligation otherwise applicable to it or them, Purchaser and its Affiliates shall not, directly or indirectly, use any information regarding the Retained Businesses in their possession as a result of the transactions contemplated by this Agreement, including as part of the books and records that are Purchased Assets, to solicit customers of the Retained Business for products or services; provided that nothing in this Section 7.7(c) shall be construed as limiting the ability of Purchaser to (1) engage in general solicitation, advertising or marketing not specifically targeted at such customers; or (2) service customers of the Retained Businesses who also are customers of Purchaser or its Affiliates. (d) From the date hereof until the Closing Date, Purchaser will not use the existence of the transactions contemplated by this Agreement (or its status as Purchaser) to attempt to (1) solicit Branch Customers through specifically targeted advertising or marketing or (2) induce such Branch Customers to close any account and open accounts directly with Purchaser. (e) Each of Purchaser and Seller understands and acknowledges that (1) it would be difficult to calculate damages to Seller or Purchaser, as applicable, from any breach of the obligations of Purchaser or Seller, as applicable, under this Section 7.7, (2) injury to Purchaser or Seller, as applicable, from any such breach would be irreparable and impossible to measure and (3) the remedy at law for any breach or threatened breach of this Section 7.7 would therefore be an inadequate remedy and, accordingly, Purchaser and Seller shall, in addition to all other available remedies (including, without limitation, seeking such damages as an employeeeither can show it has sustained by reason of such breach and/or the exercise of all other rights either has under this Agreement), employerbe entitled to seek injunctive relief, consultant, principal, partner, shareholder, officer, director specific performance and other equitable remedies without the necessity of showing actual damages or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities posting 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territorybond. (1f) EngagePurchaser and Seller understand and acknowledge that the restrictive covenants and other agreements contained in this Section 7.7 are an essential part of this Agreement and the transactions contemplated hereby and thereby. It is the intention of the parties that, own, manage, operate, control, if any of the restrictions or covenants contained herein are held to cover a geographic area or to be employed by, consult for, participate infor a length of time that is not permitted by applicable Law, or be connected is in any manner with way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the ownershipextent that such provision would then be valid or enforceable under applicable Law, managementsuch provision shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, operation or control time period and other provisions as shall be valid and enforceable under applicable Law. (g) For the avoidance of any business in competition with the Business doubt, none of the Corporation, as defined in the next sentence. “Business” restrictions imposed by applicable subsections of this Section 7.7 that is applicable to a person that is an Affiliate of a party shall mean mobile satellite products and services sector apply to such person if such person ceases to be an Affiliate of the global communications industrysuch party.

Non-Competition and Non-Solicitation. (a) The Employee agrees and Executive acknowledges that during the Executive’s employment with the Company prior to and after the Effective Date, (i) the Executive has had and will continue to have access to trade secrets and other Confidential Information that of the Employee Company, which, if disclosed, would unfairly and inappropriately assist in competition against the Company; (ii) in the course of the Executive’s employment by a Competitor during the Restricted Period, the Executive would inevitably use or disclose such trade secrets and Confidential Information; (iii) the Company has already received substantial relationships with its customers and the Executive has had and will receive is valuable continue to have access to these customers; (iv) the Executive has generated and will continue to generate goodwill for the Company in the course of the Executive’s employment and (v) the Executive’s services are unique and irreplaceable. Therefore, in consideration of the Executive’s continued employment with the Company, of the compensation and benefits provided to the Corporation Executive under this Agreement, of MFA’s agreement to make severance benefits available pursuant to Section 5(b) and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”Section 5(c), and of the Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company, the Executive agrees that the Territoryfollowing restrictions on the Executive’s activities during and after the Executive’s employment are necessary, scope of prohibited competition, appropriate and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill goodwill, Confidential Information and other legitimate business interests ofof the Company from unfair and inappropriate competition: (i) During the Restricted Period, the CorporationExecutive will not, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory. (1) Engage, ownMFA, manage, operate, controlcontrol or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, be provided that the Executive shall not own more than five percent of the outstanding shares of any publicly traded company) or partner with, or as an officer, director, employee or consultant of, any Competitor. (ii) During the Restricted Period, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), engage in any activity intentionally to interfere with, disrupt, diminish or damage the business of the Company, or its relationship with any client, supplier or other business relationship of the Company. (iii) During the Executive’s employment with the Company and during the period commencing on the Executive’s date of termination of employment for any reason and ending on the earlier of the second anniversary of the Executive’s termination of employment or December 31, 2018, the Executive will not, without the prior written consent of MFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (A) solicit, encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates, or to become employed by, consult foror to enter into a business relationship with, participate inany other person or entity; or (B) hire or retain any person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (x) this Section 7(b)(iii) shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee of MFA or its affiliates and (y) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates, or by a headhunter employed by such entity, which in either case does not involve the Executive, shall not be connected in any manner with the ownership, management, operation or control a violation of any business in competition with the Business of the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industrythis Section 7(b)(iii).

Non-Competition and Non-Solicitation. In consideration of DGSE’s promises and undertakings set out in this Agreement, and in light of Cxxx’x acknowledgement and agreements in Paragraph 5(a) and (ab) The Employee agrees and acknowledges that the his continuing access to Confidential Information that the Employee has already received and will receive is valuable pursuant to the Corporation and that its protection and maintenance constitutes a legitimate business interest his performance of the CorporationServices, to be protected by the nonParties mutually agree that Cxxx’x post-competition restrictions set forth herein. The Employee agrees employment obligations under Section 9 of the Employment Agreement are hereby deleted and acknowledges that replaced with the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide following: (i) For a period (the “TerritoryRestricted Period”), ) commencing on the Execution Date and that continuing until 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period earlier of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent end of the CorporationTerm or any default by DGSE hereunder Cxxx shall not, directly or indirectly, (i) engage in or assist others in engaging in activities that could reasonably be considered to be directly competitive with DGSE Group (the “Restricted Business”) in the states in which DGSE Group operates retail locations (the “Territory”); (ii) except as provided in the last sentence of this subparagraph, have an interest in any capacity whatsoeverentity that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including, without limitation, including as an employee, employer, consultant, principal, a partner, shareholder, officermember, director employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any other individual material respect with the business relationships (whether formed prior to or representative capacity (other than after the date of this Agreement) between DGSE Group and existing or prospective customers or suppliers of DGSE Group, it being acknowledged and agreed that by virtue of his employment with DGSE, Cxxx has had business contact with and/or access to customer information concerning all existing and prospective customers of DGSE Group, and business contact with and/or access to Confidential Information concerning all suppliers of DGSE Group. Notwithstanding the foregoing, Cxxx is expressly permitted to (i) own, directly or indirectly, solely as a holder of less than two (2%) percent of the outstanding an investment, securities of a company whose shares are any entity traded on any national securities exchange if Cxxx is not a controlling person of, or a member of a group which controls, such entity and does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (ii) serve as a limited partneran officer, passive minority interest holder director, trustee, or otherwise participate in a venture capital fundeducational, private equity fund welfare, social, charitable, religious, and civic organizations. (ii) During the Restricted Period, Cxxx shall not disrupt or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive interfere with the Corporation; provided howeverbusiness of DGSE Group by directly or indirectly soliciting, that the Employee shall be precluded from serving as an operating partnerhiring, general partnerrecruiting, manager attempting to hire or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf recruit or on behalf of any other person raiding persons who are or entity were employed by or otherwise howsoever, during providing services to DGSE Group as of the expiration of the Term and for a period or as of one (1) year after the Separation Date or otherwise inducing the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory. (1) 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 relationship of any such employee or service provider with DGSE Group, it being acknowledge and agreed that by virtue of his employment with DGSE, Cxxx has had business in competition contact with the Business and/or access to Confidential Information concerning all such employees and service providers of the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industryDGSE Group.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Company and that its protection and maintenance constitutes a legitimate business interest of the CorporationCompany, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationCompany’s business Business (as defined in Section 14(b)(1) below) is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationCompany, its affiliates and/or its clients or customers. The provisions of this Section 9 14 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationCompany, 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 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 CorporationCompany; provided however, that the Employee 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 Employee’s Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term Employment Period and for a period of one (1) year after the termination of Separation Period and thereafter to the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 CorporationCompany, as defined in the next sentence. “Business” The Company’s Business shall mean mobile satellite be (i) the commercialization, development and enforcement of on-line mapping intellectual property assets, including the acquisition and development of patents through internal or external research and development, the acquisition of existing rights to intellectual property through acquisitions of already issued patents and pending Video DriveBy and on-line mapping patent applications, both in the United States and abroad and the development of products and services sector processes associated with the intellectual property and the license of the global communications industryintellectual property to others seeking to develop products or processes or whose products or processes infringe the Company’s intellectual property rights through legal processes and (ii) the commercialization, development and enforcement of intellectual property rights in any other industry or market in which the Company has acquired intellectual property assets during Executive’s employment with the Company. (2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, 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; (3) 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 (4) 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 for the purpose of competing with the Business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 14(b) shall continue during the Employment Period and for a period of three (3) years thereafter.

Non-Competition and Non-Solicitation. (a) The Employee agrees Each of ADR and acknowledges that Germinario agree that, in consideration of the Confidential Information that the Employee has already received and will receive is valuable options granted pursuant to the Corporation and that its protection and maintenance constitutes a legitimate business interest of Option Agreement, during the Corporation, to be protected by the nonNon-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide Competition Period (the “Territory”as defined below), 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the CorporationCompany, they shall not: (i) be a principal, manager, agent, consultant officer, director or employee of, or, 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 own more than one (other than (i) as a holder of less than two (21%) percent of any class or series of equity securities in, any partnership, corporation or other entity, except for Germinario's relationship with ADR, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the outstanding securities business of a company whose shares are traded on any national securities exchange or the Company, and (ii) as a limited partneron behalf of any competing entity, passive minority interest holder in a venture capital funddirectly or indirectly, private equity fund have any dealings or similar investment entity which holds contact with any suppliers or may hold an equity or debt position in portfolio companies that are competitive with customers of the CorporationCompany; provided provided, however, that nothing contained herein shall prohibit ADR from continuing relationships it had with suppliers or customers of the Employee shall be precluded from serving Company prior to the effective date of this Agreement so long as an operating partnersuch relationships do not otherwise violate the provisions of this Agreement. (b) During the Non-Competition Period, general partnereach of ADR and Germinario agrees that, manager or governing board designee with respect to such portfolio companieswithout the prior written consent of the Company (and other than on behalf of the Company), whether they shall not, on the Employee’s his own behalf or on behalf of any other person or entity entity, directly or otherwise howsoeverindirectly hire or solicit the employment of any employee who has been employed by the Company at any time during the six (6) months immediately preceding such date of hiring or solicitation. (c) ADR, during Germinario and the Company agree that the covenants of noncompetition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as the court determines are not reasonable and to enforce the remainder of these covenants as so amended. ADR and Germinario agree that any breach of the covenants contained in this Section 8 would irreparably injure the Company. Accordingly, ADR and Germinario agree that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against ADR and Gerninario from any court having jurisdiction over the matter, restraining any further violation of this Section 8. (d) The provisions of this Section 8 shall extend for the Term and for a period of one (1) year after survive the termination of this Agreement for six months from the Employee’s employment for whatever reason, and regardless whether date of such termination (herein referred to as the termination in voluntary or involuntary, within the Territory"Non-Competition Period"). (1) 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 Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industry.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Parent and that its protection and maintenance constitutes a legitimate business interest of the CorporationParent, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationParent’s business Business (as defined in Section 13(b) (1) below) is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationParent, its affiliates and/or its clients or customers. The provisions of this Section 9 13 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationParent, 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 CorporationParent; provided however, that the Employee 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 EmployeeExecutive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 CorporationParent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean mobile satellite products research, development, techniques and services sector technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G- protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the global communications industryservices of Employee hereunder, as well as all activities that involve the making, use or licensing thereof; (2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Parent 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 Parent; (3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent 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 Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent 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 Parent; or (4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of one (1) year thereafter.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Company and that its protection and maintenance constitutes a legitimate business interest of the CorporationCompany, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationCompany’s business Business (as defined in Section 13(b) (1) below) is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationCompany, its affiliates and/or its clients or customers. The provisions of this Section 9 13 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationCompany, 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 CorporationCompany; provided however, that the Employee 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 Employee’s Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 CorporationCompany, as defined in the next sentence. For purposes hereof, the Company’s “Business” shall mean mobile satellite products research, development, techniques and services sector technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the global communications industryservices of Employee hereunder, as well as all activities that involve the making, use or licensing thereof. (2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, 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; (3) Attempt in any manner to solicit or accept from any customer of the Company, except from existing customers of the Sellers prior to close of the Purchase for purposes which do not breach Section 12(b)(1) above, 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 (4) 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 for the purpose of competing with the Business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of two (2) years thereafter.

Non-Competition and Non-Solicitation. (a) The Employee agrees and Executive acknowledges that the 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 Employee course of the Executive’s employment with the Company the Executive has already received had and will receive is valuable have access to the Corporation Company’s Inventions and that its protection Confidential Information (including trade secrets), and maintenance constitutes a legitimate will be introduced to existing and prospective customers, accounts and business interest partners of the Corporation, to be protected by the non-competition restrictions set forth hereinCompany. The Employee 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 Employee. The Employee Executive also acknowledges that he is to receive substantial benefits from the Corporation’s business is conducted worldwide (transactions contemplated by the “Territory”), APA and that the TerritoryCompany has a legitimate interest in protecting the goodwill of the business acquired under the APA. The Executive acknowledges and agrees that any and all goodwill associated with any existing or prospective customer, scope account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of prohibited competitiondirect or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and time duration set forth in the non-competition restrictions set forth below agree that Executive possesses skills that are reasonable special, unique or extraordinary and necessary to maintain that the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests ofCompany depends upon his use of such skills on its behalf. In recognition of this, the Corporation, its affiliates and/or its clients or customers. The provisions Executive covenants and agrees that: (a) During the period beginning on the Effective Date and ending on the later to occur of this Section 9 shall survive (i) the fourth anniversary of the Effective Date and (ii) the first anniversary of the termination of the EmployeeExecutive’s employment hereunder for a period of one with the Company and the Subsidiary (1) year after the termination of Employee’s employment for whatever reason“Restricted Period”), and regardless whether the termination is voluntary or involuntaryExecutive may not, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the CorporationBoard, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever) participate in any business that offers products or services competitive in any way to those that Executive knew were offered by the Company or that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 1% of the outstanding shares of an such corporation. (b) During the Restricted Period, the Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent to do so from the Board. (c) During the Restricted Period, the Executive may not, directly or indirectly, in entice, solicit or encourage any capacity whatsoevercustomer, includingprospective customer, without limitationvendor, as an employee, employer, consultant, principal, partner, shareholder, officer, director strategic partner or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent business associate 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 Company to cease doing business with the Corporation; provided howeverCompany, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory. (1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner reduce its relationship with the ownership, management, operation Company or control of any business in competition refrain from establishing or expanding a relationship with the Business of the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industryCompany.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Company and that its protection and maintenance constitutes a legitimate business interest of the CorporationCompany, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationCompany’s business Business (as defined in Section 12(b) (1) below) is conducted worldwide throughout the world (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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationCompany, its affiliates and/or its clients or customers. The provisions of this Section 9 12 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationCompany, 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 CorporationCompany; provided however, that the Employee 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 EmployeeExecutive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory. (1) 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 CorporationCompany, as defined in the next sentence. For purposes hereof, the Company’s “Business” shall mean mobile satellite the provision of memory products or memory performance solutions, and services sector any mining or resource business. 2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the global communications industryCompany 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. 3) 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 With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 12(b) shall continue during your employment under this agreement and for a period of two years thereafter.

Non-Competition and Non-Solicitation. (a) The Employee Executive hereby covenants and agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term of the Executive 's employment hereunder and for a period of one (1) year after the termination of the Employee’s employment for whatever reasonthereafter, and regardless whether the termination in voluntary Executive shall not, directly or involuntary, within the Territory. indirectly: (1i) Engage, own, manageown any interest in, operate, controljoin, be employed bycontrol or participate as a partner, consult fordirector, participate inprincipal, officer or agent of, enter into the employment of, act as a consultant to, or be connected in perform any manner services for any entity (each a “Competing Entity ") which has material operations which compete with the ownership, management, operation or control of any business in competition with which the Business Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the CorporationExecutive, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector proposes to engage; (ii) solicit any customer or client of the global communications industryCompany or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the "Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without l imitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive 's agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maxim u m restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maxim um restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition and Non-Solicitation. (a) The Employer and Employee agrees agree that, due to Employer’s efforts, it is the owner of numerous trade secrets and acknowledges that sensitive business information, and it has developed significant goodwill among Employer’s customers, investors, employees and the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”)general public, and that each of those assets would be very valuable to Employer’s competitors. Employer and Employee agree that Employee is or will be given possession of such trade secrets and sensitive information, that Employee will enjoy the Territorybenefits of Employer’s goodwill and that Employee will develop valuable contacts and relationships with Employer’s customers, scope potential customers, vendors, employees and members of prohibited competitionthe general public because of Employee’s employment by Employer. Employee and Employer also acknowledge that RJF’s willingness to enter into the Purchase Agreement is predicated upon the continued services of Alpha’s key employees, including Employee. Therefore, Employee and Employer agree that Employee will not without Employer’s prior written consent: (i) for the two-year Employment Term or for a one (1) year period after Employee’s last day of employment in the event that Employee’s employment ends during the Employment Term, whichever period ends later, engage with any Competing Business, directly or indirectly, within a radius of 100 miles of any Employer office, whether Employee is engaged with the Competing Business as an employee, consultant, contractor, agent, owner, partner, member, joint venturer, officer, director or stockholder; a “Competing Business” is any person or entity that competes with Employer or is engaged in, or endeavoring to engage in any business or service conducted or offered by Employer including, without limitation, financial and investment advisory services and products, research or development of financial products, corporate finance and capital markets activities or which provides such advice/services that Employee provided on behalf of Employer during the last twenty-four months of employment; however, nothing in this Agreement prevents Employee from owning not more than 2% of the equity of a publicly-traded entity; (ii) for the two-year Employment Term or for a one (1) year period after Employee’s last day of employment in the event that Employee’s employment ends during the Employment Term, whichever period ends later, persuade or attempt to persuade, directly or indirectly, any customer, vendor, contractor, or other person or entity that has a relationship or potential relationship with Employer to not do business with Employer, to cease doing business with Employer or to otherwise alter a relationship with Employer; or (iii) for two (2) years after the end of Employee’s employment by Employer (whether or not the employment ends during or after the term of this Agreement), solicit or induce, or assist others in soliciting or inducing, directly or indirectly, any Employer employee, independent contractor or consultant, or person known by Employee to be recruited by Employer to become an employee, independent contractor or consultant, to end, modify or forego a relationship or potential relationship with Employer or to work for or engage with any Competing Business. (b) Furthermore, Employer and Employee agree that this Agreement constitutes Employer’s Confidential Information (as defined below) and that during the course of Employee’s employment and of being offered the opportunity to enter into this Agreement, Employee has become familiar with, among other things, valuable information about Employer’s business, customers and potential business ventures. Therefore, in consideration of Employer’s offer of employment and providing this Agreement, Employee agrees that if Employee executes this Agreement prior to the execution of the Stock Purchase Agreement and/or prior to the Transaction being consummated, and Employee revokes or otherwise cancels (Cancelation) his or her acceptance of this Agreement at any time duration set forth prior to the transaction being consummated, and the transaction is subsequently consummated, Employee will not, during the period between such Cancelation and: (i) beginning on the date that the transaction is consummated and continuing through twelve (12) month thereafter, engage with any Competing Business, directly or indirectly, within a radius of 100 miles of any Employer office in any capacity defined above in subsection (a)(i); (ii) beginning on the date that the transaction is consummated and continuing through twelve (12) months thereafter, persuade or attempt to persuade, directly or indirectly, any customer, vendor, contractor or other person or entity that has a relationship or potential relationship with Employer not to do business with Employer, to cease doing business with Employer or to otherwise alter a relationship with Employer; or (iii) beginning on the date that the transaction is consummated and continuing through twelve (12) months thereafter, solicit or induce, or assist others in soliciting or inducing, directly or indirectly, any Employer employee, independent contractor or consultant, or person known by Employee to be recruited by Employer to become an employee, independent contractor or consultant, to end, modify or forego a relationship or potential relationship with Employer or to work for or engage with any Competing Business. (c) Notwithstanding any other provisions of this section to the contrary, if Employee’s employment with Employer is terminated on the second anniversary or if Employee resigns more than two years after Employee’s execution of this Agreement or if Employee’s employment is terminated by Employer other than “for Cause” (as “Cause” is defined above) or Employee resigns for Good Reason at any time, Employee will not be bound by the provisions of paragraphs 10(a)(i) and 10(a)(ii), above, but Employee will remain bound by paragraph 10(a)(iii). (d) Employer and Employee agree that, if any portion of this section is held to be unreasonable, arbitrary, or against public policy by any court or tribunal, or if the applicable law on which this section is founded is changed in any manner so as to limit its enforceability, the section shall be enforced against Employee for a shorter period of time or in a smaller geographic area or otherwise as is determined by the tribunal to be reasonable, non-competition arbitrary and not against public policy. (e) Employee agrees that Employee’s breach of any part of this section will not be adequately compensated by monetary damages and, therefore, Employee consents to the entering of an injunction to enforce this section. If Employer shall make application for injunctive relief to enforce this section, then and in that event the period of time for the application of the restrictive covenant shall be tolled for a period commencing with Employee’s acts which create the claim for injunctive relief and terminating with the date of final adjudication of the petition for injunctive relief, if granted. (f) Employee agrees that the restrictions set forth below contained in this section are reasonable and necessary to maintain protect and preserve Employer’s legitimate business interests. Employee agrees that the value duration of the Confidential Information ofrestrictions in this section will be extended by, and to protect the goodwill and other legitimate business interests oftheir expirations tolled during, the Corporation, its affiliates and/or its clients or customers. The provisions any period of this Section 9 shall survive the termination time in which Employee is in breach of the restrictions. (g) Employee agrees to participate in an exit interview at the time of leaving employment by Employer and, at that meeting, to disclose Employee’s future business/employment hereunder for a period of one (1) year after the termination plans and to reaffirm in writing Employee’s post-employment obligations to Employer. Further, Employee agrees to notify potential employers of Employee’s post-employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territoryobligations to Employer under this Agreement. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory. (1) 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 Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industry.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Company and the Company and that its protection and maintenance constitutes a legitimate business interest of the CorporationCompany and the Company, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationCompany’s business is and its subsidiaries’ businesses are conducted worldwide (the “Territory”)worldwide, and that the Territory, territory and scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information ofInformation, and to protect the goodwill and other legitimate business interests of, of the CorporationCompany, its subsidiaries, affiliates and/or its clients or customers. The provisions of this Section 9 8 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that during the Term and the period thereafter provided below, he shall not without the prior written consent of the CorporationCompany, 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 (iA) as a holder of less than two five (25%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (iiB) as a limited partner, 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 CorporationCompany; provided provided, however, that the Employee Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory.): (1i) Engageengage, 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 CorporationCompany, as defined in the next sentence. For purposes hereof, the term “Business” shall mean mobile the sales and service of satellite products voice and services sector data equipment, and satellite-enabled voice, data, tracking and IoT connectivity services; (ii) recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the global communications industryCompany to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to anemployment 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 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 (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, for the 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 Section 8 shall continue during the Term hereof and, upon termination of the Executive’s employment pursuant to Section 5 for a period of one (1) year thereafter.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the Corporation’s business is conducted worldwide in New York, Connecticut and New Jersey (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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients clients, investors or customers. The provisions of this Section 9 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the EmployeeExecutive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 Corporation, as defined in the next sentence. “Business” shall mean mobile satellite the acquisition and development of patents through internal or external research and development, acquisition of existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad, development of products and services sector of processes associated with the global communications industryCorporation’s intellectual property and licensing its intellectual property to others seeking to develop products or processes or whose products or processes infringe its intellectual property rights through legal processes, otherwise deriving value from licensing, commercialization, settlement and litigation from its patents and obtaining patents from inventors and patent owners to monetize patent portfolios.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to WPCS and the Corporation Company and that its protection and maintenance constitutes a legitimate business interest of WPCS and the CorporationCompany, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationCompany’s and WPCS’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationCompany, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationMember, 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 CorporationMember or the Company; provided however, that the Employee 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 Employee’s Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 CorporationCompany, as defined in the next sentence. “Business” Business shall mean mobile satellite products be the development and services sector operation of Bitcoin electronic trading platforms and related software, including Bitcoin trading software and exchanges. (2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the global communications industryCompany 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; (3) 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 (4) 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 for the purpose of competing with the Business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Executive’s employment pursuant to Section 5 (other than pursuant to Section 5(a)(v) or 5(d)(iv)), for a period of one (1) year thereafter, provided, however, that following termination of employment, the restrictions of this Section 9 shall terminate upon the occurrence of an Event of Default (as such term is defined in the Senior Secured Note issued by the Company to the Executive on December 16, 2013) that is not cured within thirty (30) days.

Non-Competition and Non-Solicitation. (a) The Employee 7.1 Executive agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one two (12) year after years thereafter, he will not, directly or indirectly: (i) compete with the Company or work for a competitor of the Company with oil and gas interests within 100 miles of the Company’s oil and gas interests, or hold oil and gas interests, in the territory or basin(s) in which the Company holds oil and gas interests, other than the oil and gas interests he currently holds as of the date hereof, (ii) solicit any operator or holder of mineral or other land rights to change, terminate, or alter its relationship with the Company or induce any such operator or holder to not renew any then existing relationship with the Company, or (iii) solicit any employee, consultant, or operator of the Company to change its relationship with the Company, or hire or offer employment to any person to whom the Executive actually knows the Company has offered employment. 7.2 Executive agrees to be bound by the provisions of this Section 7 in consideration for the Company’s employment of Executive, payment of the compensation and benefits provided under Sections 2, 3 and 5 above and the covenants and agreements set forth herein. The provisions of this Section 7 shall apply from the date of any termination of the EmployeeExecutive’s employment with the Company and for whatever reasona period of two (2) years thereafter; provided, however, that the provisions of this Section 7 shall cease to apply immediately upon any Corporate Transaction (as defined herein). The parties agree that the provisions of this Section 7 shall survive any termination of this Agreement, Executive will continue to be bound by the provisions of this Section 7 until their expiration and regardless whether Executive shall not be entitled to any compensation from the termination in voluntary or involuntary, within the TerritoryCompany with respect thereto except as provided under this Agreement. (1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with 7.3 Executive acknowledges that the ownership, management, operation or control provisions of any this Section 7 are essential to protect the business in competition with the Business and goodwill of the CorporationCompany. If at any time the provisions of this Section 7 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as defined in shall be determined to be reasonable and enforceable by the next sentence. “Business” court or other body having jurisdiction over the matter; and the Executive agrees that this Section 7 as so amended shall mean mobile satellite products be valid and services sector of the global communications industrybinding as though any invalid or unenforceable provision had not been included herein.

Non-Competition and Non-Solicitation. (a) The Employee Executive hereby covenants and agrees and acknowledges that during the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest Term of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reasonthereafter, and regardless whether the termination in voluntary Executive shall not, directly or involuntary, within the Territory. indirectly: (1i) Engage, own, manageown any interest in, operate, controljoin, be employed bycontrol or participate as a partner, consult fordirector, participate inprincipal, officer or agent of, enter into the employment of, act as a consultant to, or be connected in perform any manner services for any entity (each a “ Competing Entity ”) which has material operations which compete with the ownership, management, operation or control of any business in competition with which the Business Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the CorporationExecutive, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector proposes to engage; (ii) solicit any customer or client of the global communications industryCompany or any of its subsidiaries (other than on behalf of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries or affiliated entities to leave the employ of the Company or any of its subsidiaries or affiliated entities; provided, that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that she has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

Non-Competition and Non-Solicitation. The execution of this Agreement is an express condition precedent of Toro to the acquisition of Exmark through the Merger, and the parties mutually agree that Employee is receiving substantial consideration through the payment of the Signing Bonus for, among other things, the covenants of Employee set forth in this Section 9. Further, it is mutually acknowledged that, by virtue of Employee's employment with the Surviving Corporation, the Company will divulge or make accessible to Employee, and Employee will become possessed of, certain Confidential Information concerning the Company's business. Without limitation, it is also specifically acknowledged that great trust on the part of the Company will reside in Employee because Employee's duties will include involvement in the management, promotion, and development of the Company's business. Accordingly, the parties deem it necessary to enter into the protective agreements set forth below, the terms and conditions of which have been negotiated by and between the parties hereto: (a) The Employee understands and agrees that Exmark has devoted and acknowledges the Surviving Corporation and Toro will continue to devote a great effort in building an effective organization with the reputation of honesty, reliability, dependability, and quality in its Products by utilizing unique and effective management, sales, service, marketing, finance, and other corporate techniques. Employee further understands and agrees that the Confidential Information that the Employee Company has already received gained a unique reputation in its industry by developing, marketing, licensing, leasing, and will receive is valuable selling only high-quality Products, and for its ability to develop, market, sell, license, lease, and service these Products to the Corporation greatest extent possible. Employee further understands and agrees that its protection this reputation is a major factor in developing and maintenance constitutes a legitimate business interest acquiring high-quality Products and bringing about the sales of such Products, and accounts for the continued success of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth Company in the non-competition restrictions set forth below are reasonable technologically complex and necessary to maintain competitive business in which the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the TerritoryCompany engages. (b) The Employee hereby understands and agrees and covenants that he shall not without the prior written consent will necessarily become privy to relationships with Customers and employees of the Company, names and lists of Customers, confidential plans and structures, lists and specifications of Products, and other Confidential Information. Employee also understands and agrees that, to the extent he is directly or indirectly involved in the marketing or sales aspect of the LCG Group's business, he will necessarily establish a unique and strong personal and professional relationship with certain of the LCG Group's Customers during the term of this Agreement. Furthermore, Employee understands and agrees that such information, as well as information obtained as to Customers' methods of doing business, specifications of Customers' product requirements, the time, places and other details of when, where, and how to contact and best serve the Customers, the Customers' prior, present and future product usage, the Customers' general "school" of thought as to the product, the Customers' biases and prejudices as to various products, information as to other employees or third parties who influence Customers' decisions, and the extensive and frequent contact with Customers in the personal relationship acquired with Customers, all constitute legitimate and protectable business interests of the Company. This information is now and, even if such information is enhanced by Employee, will continue to be extremely proprietary and confidential and thereby the exclusive property of the Company. (c) Employee agrees that any inventions, discoveries, information, ideas, or other Confidential Information in whole or part conceived, developed, or made by Employee (at any time prior to or after the date of this Agreement) through the use of Confidential Information or any of the Company's equipment, facilities, trade secrets or time, or which resulted or will result from any work performed by any employee of the Company, belongs and shall belong exclusively to the Surviving Corporation, directly are, and shall be deemed part of the Confidential Information for purposes of this Agreement, and have been, or indirectlyshall be disclosed to and assigned only to the Surviving Corporation. Employee shall assist the Surviving Corporation in filing any related patent applications or copyright registrations. Notwithstanding the above, in Employee shall retain all rights to any capacity whatsoeverinvention developed by Employee for which no equipment, includingsupplies, without limitationfacilities, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than trade secret information of the Company was used and which was developed entirely on Employee's own time unless: (i) as a holder of less than two (2%) percent the invention relates directly to the business of the outstanding securities of a company whose shares are traded on any national securities exchange LCG Group or to the LCG Group's actual or demonstrably anticipated research or development; or (ii) as the invention results from any work performed by Employee for the Company. (d) Employee acknowledges and agrees that the Company has a limited partnerlegitimate protectable interest in the assets, passive minority Confidential Information and trade secrets which will necessarily be imparted to Employee during the term of his employment by the Surviving Corporation, together with a legitimate business interest holder in a venture capital fund, private equity fund and right to prohibit the Surviving Corporation's former employees from soliciting Customers or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive other employees of the Company after termination of Employee's relationship with the Surviving Corporation; provided however, . (e) Employee acknowledges and agrees that the restrictions, limitations, and covenants made by Employee shall herein, including the non-compete and non-solicitation agreements contained in this Section 9, are reasonable and valid and should be precluded from serving as an operating partnerstrictly enforced and upheld by any court of competent jurisdiction. (f) Employee further understands and agrees that all present Customers and all future Customers called upon by Employee during the term of his employment by the Surviving Corporation are the exclusive Customers of the Company and not those of Employee. (g) Employee, general partnertherefore, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoeveragrees that, during the Term period Employee is employed by the Surviving Corporation or associated with the Surviving Corporation or Toro and for a period of one (1) year 18 months after the effective date of termination of Employee's employment (whether by the Surviving Corporation, by Employee or by operation of this Agreement or law) or Employee’s employment 's association with the Surviving Corporation or Toro, whichever is later, he will not directly or indirectly, either for whatever reasonhis own account or for the benefit of any person, firm or corporation, engage in the development, marketing, sale, service or distribution of Products of the LCG Group, of any other product or service substantially similar to such Products or that perform substantially similar functions as such Products, or of any otherwise competitive products or services, provided, however, that products and regardless whether services relating to the termination in voluntary or involuntary, within the Territoryresidential consumer landscape equipment business shall not be covered by this Section 9(g). (1h) EngageEmployee agrees that during the period Employee is employed by the Surviving Corporation or associated with the Surviving Corporation or Toro and for a period of 18 months after the effective date of termination of Employee's employment (whether by the Surviving Corporation, ownby Employee or by operation of this Agreement or law) or Employee's association with the Surviving Corporation or Toro, managewhichever is later, operateEmployee shall not enter into substantive discussions regarding or accept any relationship or position as a sales or marketing representative, controlconsultant, be employed bydirect manager, consult forofficer, participate inexecutive, or be connected other employee or representative with any person, firm, corporation, association, partnership or entity which, during the term of Employee's employment by the Surviving Corporation or association with the Surviving Corporation or Toro or for a period of 18 months thereafter, was or is engaged in any manner with the ownership, management, operation or control of any business that is in competition with the Business commercial landscape equipment business of the LCG Group. (i) During Employee's employment by the Surviving Corporation or association with the Surviving Corporation or Toro and for a period of 18 months after the effective date of termination of Employee's employment (whether by the Surviving Corporation, as defined by Employee or by operation of this Agreement or law) or Employee's association with the Surviving Corporation or Toro, whichever is later, Employee shall not directly or indirectly own or be a shareholder of, member of, partner of, or otherwise participate in any company engaged in any business that is in competition with the commercial landscape equipment business of the LCG Group. Notwithstanding the above, Employee may hold or be the beneficial owner of up to a one percent (1%) interest in any publicly held or traded company and shall have an unlimited right to invest in any mutual fund which is publicly traded or managed by a financial institution. (j) During Employee's employment by the Surviving Corporation or association with the Surviving Corporation or Toro and for a period of 18 months after the effective date of termination of Employee's employment (whether by the Surviving Corporation, by Employee or by operation of this Agreement or law) or Employee's association with the Surviving Corporation or Toro, whichever is later, Employee agrees to refrain from directly or indirectly soliciting or enticing, on his own behalf or in the next sentence. “Business” shall mean mobile satellite products and services sector service of or on behalf of others, either (i) the Company's employees or independent agents so as to induce them to leave their employment or relationship with the Company, or (ii) any current or former Customers of the global communications industryCompany so as to induce them to use any company other than the Company. (k) For a period of 18 months after the effective date of termination of Employee's employment (whether by the Surviving Corporation, by Employee or by operation of this Agreement or law) or Employee's association with the Surviving Corporation or Toro, whichever is later, Employee shall inform any prospective new employer or associate prior to accepting any employment or any business relationship of the existence of this Agreement and provide them with a copy of this Agreement (with compensation information redacted, if desired). (l) Employee understands and agrees that the restrictions and covenants in this Section 9 will not prohibit Employee from pursuing his career upon termination of this Agreement. Further, Employee acknowledges that his career skills and livelihood are not limited to the markets or industry served by the LCG Group and that, upon termination, he could obtain employment in industries within or outside of the industry in which the LCG Group is engaged.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to WPCS and the Corporation Company and that its protection and maintenance constitutes a legitimate business interest of WPCS and the CorporationCompany, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationCompany’s and WPCS’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationCompany, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationMember, 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 CorporationMember or the Company; provided however, that the Employee 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 Employee’s Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 CorporationCompany, as defined in the next sentence. “Business” Business shall mean mobile satellite products be the development and services sector operation of Bitcoin electronic trading platforms and related software, including Bitcoin trading software and exchanges. (2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the global communications industryCompany 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; (3) 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 (4) 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 for the purpose of competing with the Business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Executive’s employment pursuant to Section 5 (other than pursuant to Section 5(a)(v) or 5(d)(iv)), for a period of one (1) year thereafter, provided, however, that following termination of employment, the restrictions of this Section 9 shall terminate upon the occurrence of an Event of Default (as such term is defined in the Senior Secured Note issued by the Company to the Executive on December 17, 2013) that is not cured within thirty (30) days.

Non-Competition and Non-Solicitation. (a) The Employee agrees and a. Executive acknowledges that the Confidential Information that the Employee has already received Company and its Affiliates have, over a period of time, developed, and will receive is continue, over a period of time, to develop, significant relationships and goodwill between themselves and their current and prospective clients, customers, vendors, and suppliers by providing superior products and services to their current and prospective clients, customers, vendors, and suppliers. Executive further acknowledges that these relationships and goodwill are a valuable asset belonging solely to the Corporation Company and that its protection Affiliates. The Company and maintenance constitutes a legitimate its Affiliates promise to share their business interest relationships and goodwill with Executive. b. Executive agrees that, as part of his or her employment with the Company, he or she will become familiar the Proprietary Information of the CorporationCompany and its Affiliates, including, without limitation, information regarding the salary, pay scale, capabilities, experiences and desires of the Company’s and its Affiliates’ employees and independent contractors. Executive agrees to be protected by maintain the confidentiality of such information. c. Executive acknowledges that, in exchange for the execution of the non-competition and non-solicitation restrictions set forth hereinbelow in this section, he or she has received substantial, valuable consideration, including the consideration set forth in Sections 4, 5 and 6 above. The Employee Executive acknowledges and agrees that this consideration constitutes fair and acknowledges adequate consideration for the execution of the non-competition and non-solicitation restrictions set forth in this section. d. In consideration for (i) the Company’s promise to provide Proprietary Information to Executive, (ii) the substantial economic investment made by the Company and its Affiliates in the Proprietary Information and goodwill of the Company and its Affiliates, and/or the business opportunities disclosed or entrusted to Executive, (iii) access to the Company’s and its Affiliates’ customers, clients, vendors and suppliers, and (iv) the Company’s employment of Executive pursuant to this Agreement and the compensation and other benefits provided by the Company to Executive, to protect the Proprietary Information and business goodwill of the Company and its Affiliates, Executive agrees to the following restrictive covenants. Executive agrees that while he or she is employed by the Company and for a period of eighteen (18) months following Executive’s Termination of Service, he or she shall not, without the Company’s prior written consent, directly or indirectly, alone or for his or her own account, or as a principal, owner, partner, member, manager, executive, advisor, agent, trustee, officer, director, employee, shareholder, or consultant of any corporation, trust, partnership, joint venture or other business organization or entity, or in any other manner or capacity whatsoever: (i) be employed by, work for, perform consulting services for, have business dealings with, control, manage, have an ownership interest in, establish, take steps to establish, engage in or otherwise become involved with, directly or indirectly, any business, operation, corporation, partnership, association, agency, or other person or entity that is in the business of producing, marketing, servicing, and/or retailing, directly or at wholesale, watches, leather goods or connected devices (works with an app), in the Restricted Area; or (ii) call upon, solicit, divert, interfere with, induce, or attempt to call upon, solicit, divert, interfere with, or induce any of the Company’s or its Affiliates’ clients or customers with whom the Company or its Affiliates did business or were in the process of conducting business during the previous twenty-four (24) months of Executive’s employment with the Company, and who or which: (A) Executive contacted, called on, serviced or did business with during Executive’s employment with the Company; (B) Executive learned of as a result of Executive’s employment with the Company; or (C) about whom Executive received Proprietary information. This restriction applies only to business which is in the scope of services or products provided by the Company or its Affiliates; (iii) cause, induce, solicit or attempt to cause, induce or solicit clients, manufacturers, suppliers, or others doing business with the Company or its Affiliates to terminate, reduce, or alter such business with the Company or its Affiliates; or (iv) recruit, hire, or attempt to recruit or hire, directly, indirectly or by assisting others, any other employees or independent contractors of the Company or its Affiliates, nor shall he or she contact or communicate with any other employees or independent contractors of the Company or its Affiliates for the purpose of inducing other employees or independent contractors to terminate their employment or association with the Company or its Affiliates. For purposes of this covenant, “other employees or independent contractors” shall refer to permanent employees, temporary employees, or independent contractors who were employed by, doing business with, or associated with the Company or its Affiliates within six (6) months of the time of the attempted recruiting or hiring. Executive’s obligations under this section shall survive Executive’s employment with the Company. e. Executive understands that the non-competition and non-solicitation restrictions shall apply whether he or she acts as an individual or for his or her own account, or as a principal, partner, owner, member, manager, executive, officer, director, employee, advisor, agent, trustee, shareholder, salesman, distributor, consultant, representative or in any other capacity whatsoever, of any person, firm, corporation or other entity. f. Executive agrees that the non-competition and non-solicitation restrictions set forth herein above are ancillary to an otherwise enforceable agreement and supported by independent valuable consideration. Executive further agrees that the limitations as to time, geographical area, and scope of activity to be restrained by this section are reasonable and necessary acceptable to him or her, and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business any greater restraint than is 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 reasonably necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests ofof the Company and Affiliates. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the Corporationnon-competition and/or non-solicitation restrictions set forth in this section are unreasonable or unenforceable as written, its affiliates and/or its clients or customers. The this section may be reformed by the court and enforced to the maximum extent permitted by law. g. If Executive is found to have violated any of the provisions of this Section 9 section, Executive agrees that the restrictive period of each covenant so violated shall survive the termination of the Employee’s employment hereunder for be extended by a period of one (1) year after time equal to the termination period of Employee’s employment such violation by him or her. It is the intent of this section that the running of the restrictive period of any covenant shall be tolled during any period of violation of such covenant so that the Company may obtain the full and reasonable protection for whatever reason, which it contracted and regardless whether the termination is voluntary so that Executive may not profit by his or involuntary, within the Territoryher breach. (b) The Employee hereby agrees h. Executive understands that his or her obligations under this section shall survive his or her employment with the Company and covenants that he shall not without the prior written consent of the Corporation, directly be assignable by him 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territoryher. (1) 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 Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industry.

Non-Competition and Non-Solicitation. (a) The Employee agrees and a. Executive acknowledges that the Confidential Information that the Employee has already received Company and its Affiliates have, over a period of time, developed, and will receive is continue, over a period of time, to develop, significant relationships and goodwill between themselves and their current and prospective clients, customers, vendors, and suppliers by providing superior products and services to their current and prospective clients, customers, vendors, and suppliers. Executive further acknowledges that these relationships and goodwill are a valuable asset belonging solely to the Corporation Company and that its protection Affiliates. The Company and maintenance constitutes a legitimate its Affiliates promise to share their business interest relationships and goodwill with Executive. b. Executive agrees that, as part of his or her employment with the Company, he or she will become familiar the Proprietary Information of the CorporationCompany and its Affiliates, including, without limitation, information regarding the salary, pay scale, capabilities, experiences and desires of the Company’s and its Affiliates’ employees and independent contractors. Executive agrees to be protected by maintain the confidentiality of such information. c. Executive acknowledges that, in exchange for the execution of the non-competition and non-solicitation restrictions set forth hereinbelow in this section, he or she has received substantial, valuable consideration, including the consideration set forth in Sections 4, 5 and 6 above. The Employee Executive acknowledges and agrees that this consideration constitutes fair and acknowledges adequate consideration for the execution of the non-competition and non-solicitation restrictions set forth in this section. d. In consideration for (i) the Company’s promise to provide Proprietary Information to Executive, (ii) the substantial economic investment made by the Company and its Affiliates in the Proprietary Information and goodwill of the Company and its Affiliates, and/or the business opportunities disclosed or entrusted to Executive, (iii) access to the Company’s and its Affiliates’ customers, clients, vendors and suppliers, and (iv) the Company’s employment of Executive pursuant to this Agreement and the compensation and other benefits provided by the Company to Executive, to protect the Proprietary Information and business goodwill of the Company and its Affiliates, Executive agrees to the following restrictive covenants. Executive agrees that while he or she is employed by the Company and for a period of eighteen (18) months following Executive’s Termination of Service, he or she shall not, without the Company’s prior written consent, directly or indirectly, alone or for his or her own account, or as a principal, owner, partner, member, manager, executive, advisor, agent, trustee, officer, director, employee, shareholder, or consultant of any corporation, trust, partnership, joint venture or other business organization or entity, or in any other manner or capacity whatsoever: (i) be employed by, work for, perform consulting services for, have business dealings with, control, manage, have an ownership interest in, establish, take steps to establish, engage in or otherwise become involved with, directly or indirectly, any business, operation, corporation, partnership, association, agency, or other person or entity that is in the business of producing, marketing, servicing, and/ or retailing, directly or at wholesale, watches, leather goods or connected devices (works with an app), in the Restricted Area; or (ii) call upon, solicit, divert, interfere with, induce, or attempt to call upon, solicit, divert, interfere with, or induce any of the Company’s or its Affiliates’ clients or customers with whom the Company or its Affiliates did business or were in the process of conducting business during the previous twenty-four (24) months of Executive’s employment with the Company, and who or which: (A) Executive contacted, called on, serviced or did business with during Executive’s employment with the Company; (B) Executive learned of as a result of Executive’s employment with the Company; or (C) about whom Executive received Proprietary information. This restriction applies only to business which is in the scope of services or products provided by the Company or its Affiliates; (iii) cause, induce, solicit or attempt to cause, induce or solicit clients, manufacturers, suppliers, or others doing business with the Company or its Affiliates to terminate, reduce, or alter such business with the Company or its Affiliates; or (iv) recruit, hire, or attempt to recruit or hire, directly, indirectly or by assisting others, any other employees or independent contractors of the Company or its Affiliates, nor shall he or she contact or communicate with any other employees or independent contractors of the Company or its Affiliates for the purpose of inducing other employees or independent contractors to terminate their employment or association with the Company or its Affiliates. For purposes of this covenant, “other employees or independent contractors” shall refer to permanent employees, temporary employees, or independent contractors who were employed by, doing business with, or associated with the Company or its Affiliates within six (6) months of the time of the attempted recruiting or hiring. Executive’s obligations under this section shall survive Executive’s employment with the Company. e. Executive understands that the non-competition and non-solicitation restrictions shall apply whether he or she acts as an individual or for his or her own account, or as a principal, partner, owner, member, manager, executive, officer, director, employee, advisor, agent, trustee, shareholder, salesman, distributor, consultant, representative or in any other capacity whatsoever, of any person, firm, corporation or other entity. f. Executive agrees that the non-competition and non-solicitation restrictions set forth herein above are ancillary to an otherwise enforceable agreement and supported by independent valuable consideration. Executive further agrees that the limitations as to time, geographical area, and scope of activity to be restrained by this section are reasonable and necessary acceptable to him or her, and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the Corporation’s business any greater restraint than is 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 reasonably necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests ofof the Company and Affiliates. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the Corporationnon-competition and/or non-solicitation restrictions set forth in this section are unreasonable or unenforceable as written, its affiliates and/or its clients or customers. The this section may be reformed by the court and enforced to the maximum extent permitted by law. g. If Executive is found to have violated any of the provisions of this Section 9 section, Executive agrees that the restrictive period of each covenant so violated shall survive the termination of the Employee’s employment hereunder for be extended by a period of one (1) year after time equal to the termination period of Employee’s employment such violation by him or her. It is the intent of this section that the running of the restrictive period of any covenant shall be tolled during any period of violation of such covenant so that the Company may obtain the full and reasonable protection for whatever reason, which it contracted and regardless whether the termination is voluntary so that Executive may not profit by his or involuntary, within the Territoryher breach. (b) The Employee hereby agrees h. Executive understands that his or her obligations under this section shall survive his or her employment with the Company and covenants that he shall not without the prior written consent of the Corporation, directly be assignable by him 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territoryher. (1) 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 Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industry.

Non-Competition and Non-Solicitation. (a) The Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee hereby agrees and covenants that he she shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory. (1i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation operation, or control of any business in competition with the Business of the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector used for the detection and disposal of mines and unexploded ordinance or the global communications industryuse of drones to inspect infrastructure.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Company and that its protection and maintenance constitutes a legitimate business interest of the CorporationCompany, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationCompany’s business Business (as defined in Section 13(b)(1) below) is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationCompany, its affiliates and/or its clients or customers. The provisions of this Section 9 13 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationCompany, 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 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 CorporationCompany; provided however, that the Employee 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 Employee’s Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term Employment Period and for a period of one (1) year after the termination of Separation Period and thereafter to the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 CorporationCompany, as defined in the next sentence. “Business” The Company’s Business shall mean mobile satellite be (i) the commercialization, development and enforcement of on-line mapping intellectual property assets, including the acquisition and development of patents through internal or external research and development, the acquisition of existing rights to intellectual property through acquisitions of already issued patents and pending Video DriveBy and on-line mapping patent applications, both in the United States and abroad and the development of products and services sector processes associated with the intellectual property and the license of the global communications industryintellectual property to others seeking to develop products or processes or whose products or processes infringe the Company’s intellectual property rights through legal processes and (ii) the commercialization, development and enforcement of intellectual property rights in any other industry or market in which the Company has acquired intellectual property assets during Executive’s employment with the Company. (2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, 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; (3) 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 (4) 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 for the purpose of competing with the Business of the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Employment Period and for a period of three (3) years thereafter.

Non-Competition and Non-Solicitation. (a) The Employee Executive acknowledges and agrees and acknowledges that the nature of the Confidential Information that the Employee has already received and will receive is valuable Company commits to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, provide to be protected Executive during Executive’s employment by the non-competition restrictions set forth hereinCompany would make it unlikely that Executive would be able to perform in a similar capacity for a Competing Business (as defined below) without disclosing or utilizing the Confidential Information. The Employee Executive further acknowledges and 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 Employee. The Employee also acknowledges that the CorporationCompany’s business is conducted worldwide in a highly competitive market. Accordingly, Executive agrees that during the Non-Competition Period (the “Territory”as defined below), and that Executive will not (other than for 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 value benefit of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationCompany, its subsidiaries and affiliates and/or its clients or customers. The provisions of pursuant to this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1Agreement) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, directly or indirectly, individually or as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner, or 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 regardless of less than two the reason for termination, work for, engage in, or operate any restaurant business or restaurant operating or management company that (2x) features the sale of steak where the sale of steak exceeds thirty percent (30%) percent of the outstanding securities restaurant’s revenues from food sales and (y) which is, or owns or operates restaurants, located within thirty (30) miles of any Del Frisco’s Double Eagle Steak House restaurant, any Del Frisco’s Grill restaurant, or any Xxxxxxxx’x Steakhouse restaurant (a company whose shares are traded on any national securities exchange “Competing Business”), or (ii) as a limited partner(x) hire, passive minority interest holder in a venture capital fundattempt to hire, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee contact with respect to such portfolio companies)hiring, or solicit with respect to hiring any employee of any Protected Company; or (z) solicit, encourage, or influence any suppliers or vendors of any Protected Company to cease doing business with any Protected Company or change the terms and conditions upon which they conduct their business with any Protected Company where Executive had, whether on the Employee’s own behalf directly or on behalf of any other person or entity or otherwise howsoeverindirectly, contact during the Term and for a period of one time that Executive was employed by the Company or its predecessors-in-interest or its affiliates (1herein, the “Employment Period”) year after or business relations during the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary Employment Period with such vendors or involuntary, within the Territory. (1) Engage, own, manage, operate, control, be employed by, consult for, participate insuppliers, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industryabout whom Executive possesses Confidential Information.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Parent and that its protection and maintenance constitutes a legitimate business interest of the CorporationParent, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationParent’s business Business (as defined in Section 13(b) (1) below) is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the CorporationParent, its affiliates and/or its clients or customers. The provisions of this Section 9 13 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that he shall not without the prior written consent of the CorporationParent, 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 CorporationParent; provided however, that the Employee 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 EmployeeExecutive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after thereafter to the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntaryextent described below, within the Territory.: (1) 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 CorporationParent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean mobile satellite products research, development, techniques and services sector technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the global communications industryservices of Employee hereunder, as well as all activities that involve the making, use or licensing thereof. (2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Parent 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 Parent; (3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent 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 Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent 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 Parent; or (4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of one (1) year thereafter.

Non-Competition and Non-Solicitation. (a) The Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee 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 Employee. The Employee also acknowledges that the Corporation’s business is 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 value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territory. (b) The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, 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 Corporation; provided however, that the Employee shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s 's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory. (1) 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 Corporation, as defined in the next sentence. “Business” shall mean mobile satellite products and services sector of the global communications industry.

Non-Competition and Non-Solicitation. (a) The Employee Executive agrees and acknowledges that the Confidential Information that the Employee Executive has already received and will receive is valuable to the Corporation Company and the Company and that its protection and maintenance constitutes a legitimate business interest of the CorporationCompany and the Company, to be protected by the non-competition restrictions set forth herein. The Employee 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 EmployeeExecutive. The Employee Executive also acknowledges that the CorporationCompany’s business is and its subsidiaries’ businesses are conducted worldwide (the “Territory”)worldwide, and that the Territory, territory and scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information ofInformation, and to protect the goodwill and other legitimate business interests of, of the CorporationCompany, its subsidiaries, affiliates and/or its clients or customers. The provisions of this Section 9 8 shall survive the termination of the EmployeeExecutive’s employment hereunder for a period of one (1) year after the termination of Employee’s employment for whatever reason, and regardless whether the termination is voluntary or involuntary, within the Territorytime periods specified below. (b) The Employee Executive hereby agrees and covenants that during the Term and the period thereafter provided below, he shall not without the prior written consent of the CorporationCompany, 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 (iA) as a holder of less than two five (25%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (iiB) as a limited partner, 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 CorporationCompany; provided provided, however, that the Employee Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one (1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary or involuntary, within the Territory.): (1i) Engageengage, 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 CorporationCompany, as defined in the next sentence. For purposes hereof, the term “Business” shall mean mobile the sales and service of satellite products voice and services sector data equipment, and satellite-enabled voice, data, tracking and IoT connectivity services; (ii) recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the global communications industryCompany 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 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 (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, for the 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 Section 8 shall continue during the Term hereof and, upon termination of the Executive’s employment pursuant to Section 5 for a period of one (1) year thereafter.