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

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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; Non-Solicitation. (a) The Executive hereby covenants Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged orGroup will be entrusting Employee, to in Employee’s unique and special capacity, with developing the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client goodwill of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business Group, and 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 consideration thereof and in consideration of the Company or any of its subsidiaries providing Employee with access to leave the employ of Confidential Information and as an express incentive for the Company or any of its subsidiaries; providedto enter into this Agreement and employ Employee, that Employee has voluntarily agreed to the Executive may, solely as an investment, hold 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 10. Employee agrees 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 limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and substantial and legitimate business interests. (b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or loaning money to, or selling or leasing equipment or real estate to or otherwise being affiliated with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group; (ii) appropriate any Business Opportunity of, or relating to, the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. (c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not have entered into this Agreement absent Executiveafford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s agreement or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the foregoing. In Company and each other member of the event thatCompany Group at law and equity. (d) The covenants in this Section 10, notwithstanding and each provision and portion hereof, are severable and separate, and the foregoing, unenforceability of any of specific covenant (or portion thereof) shall not affect the provisions of this Section 6.1 any other covenant (or any parts hereof shall be held to be invalid or unenforceableportion thereof). Moreover, 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 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 arbitrator or court of competent jurisdiction to exceed shall determine that the maximum restrictiveness such court deems reasonable and enforceablescope, time or territorial restrictions set forth are unreasonable, then it is 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 intention of the Restrictive Covenant shall remain enforceable parties that such restrictions be enforced to the fullest extent deemed reasonable by which such courtarbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (e) The following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) In view of the unique and agrees valuable services it is expected that you will render to the Company, your knowledge of its trade secrets, and other proprietary information relating to the business of the Company and in consideration of the compensation to be received hereunder, you will not, during the Term period you are employed by the Company, engage in, or otherwise directly or indirectly, be employed by, or act as a consultant or lender to, or, without the prior written approval of the Executive’s Board, be a director, officer, owner, or partner of, any other business or organization that is engaged in the same field of research and development as is the Company. Nothing herein shall be deemed to preclude you from being an officer, director, owner, investor in, or partner of, any business or organization which is not competing with the Company, provided the same does not in any manner whatsoever impair your ability to perform your duties under this Agreement. (b) During your employment hereunder and for a period of one (1) year thereafterfollowing the termination of your employment, Executive shall not, you will not directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent indirectly reveal the name of, enter into the employment of, act as a consultant tosolicit or interfere with, or perform endeavor to entice away from the Company any services of its suppliers, customers, or employees. (c) During your employment and for a period of one year following the termination of your employment, you shall not make any entity (each a “Competing Entity”) which has material operations which compete with any business in which critical or disparaging statements about the Company or any of its subsidiaries is then engaged oremployees, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer directors or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect products to any business in which the Company other person or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or entity. (iiid) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 Since a breach of the provisions of this Section 6.1 or any parts hereof Paragraph 7 could not adequately be compensated by money damages, the Company shall be held entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith, and you hereby consent to the issuance of such injunction. You agree that the provi­sions of this Paragraph 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Paragraph 7 shall be deemed to be invalid or unenforceableinvalid, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid illegal, or unenforceable portions by reason of the extent, duration, or parts had not been included hereingeographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. In This Paragraph 7 shall survive the event that any provision termination 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 courtAgreement.

Non-Competition; Non-Solicitation. a. The Executive hereby covenants agrees that, during his employment with the Company and for one (1) year following his termination of employment for any reason (the “Applicable Period”), the Executive will not (except on behalf of or with the prior written consent of the Company, which consent may be withheld in Company’s sole discretion), within the Area (as defined below), either directly or indirectly, on his own behalf, or in the service of or on behalf of others, provide managerial services or management consulting services substantially similar to those Executive provides for the Company to any person, firm, corporation, joint venture, or other business that is engaged in the same or a substantially similar business as the business of the Company, other than the Company or an affiliate of the Company. The Executive acknowledges and agrees that during the Term business of the Company is conducted in the Area. For purposes of this Section 7(a), the “Area” means any area within a fifty (50) mile radius of the Company’s principal corporate offices in the State of Tennessee; any area within a twenty-five (25) mile radius of any location where the Company or an Affiliate conducting the business of the Company opens a veterinary clinic on or after the Effective Date and prior to the termination of the Executive’s employment hereunder hereunder; and for any area within a period fifty (50) mile radius of one (1) year thereafterany location where the Company or an Affiliate conducting the business of the Company opens a specialty veterinary hospital on or after the Effective Date and prior to the termination of the Executive’s employment hereunder. b. The Executive agrees that during the Applicable Period, Executive shall he will not, either directly or indirectly: (i) , on his own behalf or in the service of or on behalf of others, solicit any interest in, operate, join, control individual or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged an actual or, to the then existing knowledge of the Executivehis knowledge, proposes to engage; (ii) solicit any customer or actively sought prospective client of the Company or any of its subsidiaries Affiliates (other than on behalf determined as of date of termination of employment) with whom he had material contact during the last two (2) years of the Executive’s employment with the Company, for the purpose of offering services substantially similar to those offered by the Company. c. Executive understands and agrees that the Company’s employees and any information regarding the Company’s employees is confidential and constitutes trade secrets. Accordingly, Executive agrees that during the Applicable Period, Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage the Company’s business by soliciting or attempting to hire or hiring any of Company’s employees or causing others to solicit or encourage any of the Company) ’s employees to discontinue their employment with the Company; provided, however, that Executive being named as a referral on the resume of a Company employee and Executive responding to inquiries resulting therefrom shall not violate this Agreement. d. Executive agrees that these covenants are reasonable with respect to any business in which the Company or any of its subsidiaries is then engaged ortheir duration, 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entitygeographical area and scope. 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 Executive’s breach of the Restrictive Covenant and, having done so, agrees that the restrictions set forth covenants contained in this Section 6.1would cause irreparable injury to the Company and agrees that in the event of any such breach, including the Company shall be entitled to seek temporary, preliminary and permanent injunctive relief without limitation the time period necessity 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 Companyproving actual damages or posting any bond or other security. The Executive further also acknowledges that the Company would not have entered into each of these covenants survives termination of this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, for 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. reason. e. 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 7 is determined by a court of competent which has jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceablebe unenforceable in part or in whole, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be deemed to have the maximum restrictions in such regardauthority to strike any unenforceable provision, and or any part thereof or to revise any provision to the provisions of the Restrictive Covenant shall remain minimum extent necessary to be enforceable to the fullest maximum extent deemed reasonable permitted by such courtlaw.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that during the Term Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the ExecutiveCompany Group, and in consideration of the Company providing Employee with access to Confidential Information, clients and customers and as an express incentive for the Company to enter into this Agreement and employ Employee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests. (b) During the Prohibited Period (as defined below), Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area, which prohibition shall prevent Employee from directly or indirectly: (A) owning, investing in, controlling, managing, operating, participating in, lending Employee’s name to, contributing to, providing assistance to or being an officer or director of, any person or entity engaged in or planning to engage in the Business in the Market Area; or (B) joining, becoming an employee or consultant of, or otherwise rendering services for or being affiliated with or engaged by, any person or entity engaged in, or planning to engage in, the Business in the Market Area in any capacity (with respect to this clause (B)) in which Employee’s customer or client relationships, duties or responsibilities are the same as or similar to the customer or client relationships, duties or responsibilities that Employee had on behalf of any member of the Company Group; (ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or induce any customer, vendor or supplier of any member of the Company Group with whom Employee had contact (including oversight responsibility) or learned Confidential Information about during Employee’s employment hereunder with any member of the Company Group to cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company Group or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or hire or retain any such employee or contractor or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee or contractor. An employee or contractor shall be deemed covered by this Section while so employed or retained and for a period of one six (16) year months thereafter. Notwithstanding the foregoing, Executive nothing herein shall limit Employee’s ability to accept employment and perform work with any person or entity where (x) the services provided by Employee to such person or entity are not, and do not directly or indirectly: (i) own indirectly benefit any interest indivision or business of such person or entity that is, operate, join, control in competition with the Business or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has other material operations which compete with 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; (ii) solicit any customer or client a member of the Company Group has made a significant financial investment on or any prior to the date of its subsidiaries termination to be engaged in on or after such date and (other y) Employee does not own more than on behalf 2% of the Companyequity securities of such person or entity. (c) with respect Because of the difficulty of measuring economic losses to any business in which the Company Group as a result of a breach or any threatened breach of its subsidiaries is then engaged orthe covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee members of the Company or any of its subsidiaries to leave Group for which they would have no other adequate remedy, the employ Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) other member of the combined voting securities Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. Employee further agrees that Employee will not challenge the reasonableness or enforceability 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 covenants set forth in this Section 6.110, 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 Employee will reimburse the Company would not have entered into this Agreement absent Executive’s agreement Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to the foregoing. In the event that, notwithstanding the foregoing, enforce any of the provisions of this Section 6.1 10 if Employee challenges the reasonableness or enforceability of any parts hereof shall be held to be invalid or unenforceable, of 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 10. (d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the time period and/or unenforceability of any specific covenant (or portion thereof) shall not affect the area provisions of restriction and/or related aspects shall be declared by a any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction to exceed shall determine that the maximum restrictiveness such court deems reasonable and enforceablescope, time or territorial restrictions set forth are unreasonable, then it is 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 intention of the Restrictive Covenant shall remain enforceable parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. To the extent any dispute arising under this Section 10 is subject to the laws of the State of California, any provisions set forth herein that would be deemed reasonable by unenforceable after giving effect to such courtlaws will not apply. (e) The following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The Executive hereby and the Company agree that the non-competition and non-solicitation provisions of this Article VII are a material inducement for the Company to employ Executive and that this Article VII is necessary to protect the Confidential Information of the Company and the other members of the Company Group disclosed or entrusted to Executive by the Company Group or created or developed by Executive for the Company Group, and to protect the business goodwill of the Company Group. (a) Subject to the exceptions set forth in Sections 7.2(b) and 7.2(d), Executive expressly covenants and agrees that during the Term Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any business that is competitive with, or similar to, that of any member of the Executive’s employment hereunder and for a period of one (1) year thereafterCompany Group in the Restricted Area. Accordingly, Executive shall covenants and agrees that Executive will not, directly or indirectly: (i) own any interest in, own, manage, operate, join, become an employee of, partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or otherwise be affiliated with any business, individual, partnership, firm, corporation or other entity which constitutes a Competing Business in the Restricted Area, as Executive expressly agrees that each of the foregoing activities would represent carrying on or engaging in a partnerbusiness similar to (or the same as) any member of the Company Group, directoras prohibited by this Section 7.2(a). (b) Notwithstanding the restrictions contained in Section 7.2(a), principalExecutive may own an aggregate of not more than 5% of the outstanding stock of any class of any corporation that is a Competing Business, officer if such stock is listed on a national securities exchange or agent regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 7.2(a), provided that neither Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, directly or indirectly solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group. (d) Notwithstanding the above-referenced limitations in Sections 7.2(a) and 7.2(c) above, such limitations shall not apply in those portions of the Restricted Area located within the State of Oklahoma. Instead, Executive agrees that the restrictions on Executive’s activities within those portions of the Restricted Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 7.2(e) and Article V above) shall be as follows: during the Prohibited Period, Executive will not directly or indirectly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company or any other member of the Company Group. (e) Executive further expressly covenants and agrees that during the period that Executive is employed by any member of the Company Group and a period of 12 months following the date that Executive is no longer employed by any member of the Company Group, Executive will not directly or indirectly solicit, canvass, approach, encourage, entice or induce any employee of, enter into the employment of, act or individual acting as a consultant to, the Company Group to terminate his or perform any services for any entity (each a “Competing Entity”) which has material operations which compete her employment or engagement with 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; (ii) solicit any customer or client member of the Company Group. (f) Before accepting employment with any other person or any of its subsidiaries (other than on behalf entity during the Prohibited Period, Executive will inform such person or entity 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 contained 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 courtArticle VII.

Non-Competition; Non-Solicitation. The (a) In view of the unique value to the Company of Executive’s services and because of the Confidential Information to be obtained by or disclosed to Executive hereby covenants and as described above, Executive agrees that that, during the Term term of the Executive’s employment hereunder this Agreement and for a period of one (1) year thereafter, provided that this Agreement is not terminated by the Company without Cause (as defined below) or by the Executive shall not, directly or indirectly: for Good Reason (as defined below): (i) own Executive will not directly or indirectly assist or become associated with any interest inwireless voice communication service provider in any business of such provider that competes in any of the markets of any of the Covered Entities, operate, join, control or participate whether as a principal, partner, directoremployee, principal, officer consultant or agent of, enter into the employment of, act shareholder (other than as a consultant toholder of less than 5% of the outstanding voting shares of any publicly traded company); (ii) Executive will not directly or indirectly solicit for employment or employ any employee of any of the Covered Entities, unless such solicited person shall have ceased to be employed by any such entity for a period of at least six months; and (iii) Executive will not directly or perform indirectly solicit business from customers of any services for of the Covered Entities, provided that the foregoing shall not restrict Executive or any entity (each a “Competing Entity”) with which has material operations which compete Executive is associated from soliciting or doing business with any customer of any of the Covered Entities, if such solicitation does not interfere with any business relationship between such solicited customer and any of the Covered Entities. (b) If Executive violates any provision of Section 4 or Section 5(a), the Company shall be entitled to receive provable damages caused by such breach, provided that Executive shall not be liable for indirect, special, consequential or punitive damages (it being understood and agreed that this remedy is in addition to, and not a limitation on, any injunctive relief or other rights or remedies to which the Company is or may be entitled to at law or in equity). Executive acknowledges and agrees that the Company’s (and as applicable, each Covered Entity’s) remedies at law for a breach of any provision of Section 4 or Section 5(a) would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach, in addition to any remedies at law, the Company and, as to Section 4, each Covered Entity, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. As provided in Section 10(i) hereof, the equitable remedies referenced in this Section 5(b) shall be in addition to, and not in substitution for or exclusion of, any other remedies available at law or in equity for any breach of its subsidiaries is then engaged oreither or both of Sections 4 or 5. Executive and the Company each specifically acknowledge and agree that the provisions of Sections 4 and 5 are for the express benefit of each Covered Entity and that (i) no waiver, amendment or other modification of Sections 4 or 5 with respect to the then existing knowledge of the Executivea Covered Entity shall be effective unless it has been consented to in writing by such Covered Entity, proposes to engage; and (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect each such Covered Entity shall be entitled 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 enforce the provisions of Section 4 and/or 5 hereof (as appropriate) as fully and with the Restrictive Covenant and, having done so, agrees that the restrictions set forth in same rights and effect as if such Covered Entity were a signatory party to 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, Agreement. (c) If any of the provisions of this Section 6.1 4 or any parts hereof shall be Section 5(a) are 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 courtincluded.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged orGroup shall be entrusting Employee, to in Employee’s unique and special capacity, with developing the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client goodwill of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business Group, and 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 consideration thereof and in consideration of the Company or any of its subsidiaries providing Employee with access to leave the employ of Confidential Information and as an express incentive for the Company or any of its subsidiaries; providedto enter into this Agreement and employ Employee, that Employee has voluntarily agreed to the Executive may, solely as an investment, hold 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 9. Employee further agrees 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 limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and not oppressive, shall not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and substantial and legitimate business interests. (b) Employee agrees that, during the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or loaning money to, or selling or leasing equipment or real estate to or otherwise being affiliated with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group; (ii) appropriate any Business Opportunity of, or relating to, the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. (c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 8 and in this Section 9, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not have entered into this Agreement absent Executiveafford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s agreement or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the foregoingCompany and each other member of the Company Group at law and equity. In addition, Employee acknowledges that money damages would not be a sufficient remedy for any breach of this Section 9 by Employee, and the event that, notwithstanding the foregoing, any of Company or its Affiliates shall be entitled to enforce the provisions of this Section 6.1 9 by terminating payments then owing to Employee under this Agreement. (d) The covenants in this Section 9, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any parts hereof shall be held to be invalid other covenant (or unenforceableportion thereof). Moreover, 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 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 arbitrator or court of competent jurisdiction to exceed shall determine that the maximum restrictiveness such court deems reasonable and enforceablescope, time or territorial restrictions set forth are unreasonable, then it is 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 intention of the Restrictive Covenant shall remain enforceable parties that such restrictions be enforced to the fullest extent deemed reasonable by which such courtarbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (e) For purposes of this Section 9, the following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The Executive hereby and the Company agree to the non-competition and non-solicitation provisions of this Paragraph 10 (i) in consideration for the Confidential Information provided by the Company to the Executive pursuant to Paragraph 9; (ii) as part of the consideration for the compensation and benefits to be paid to the Executive hereunder; (iii) to protect the trade secrets and confidential information of the Company or its Affiliates disclosed or entrusted to the Executive by the Company or its Affiliates or created or developed by the Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of the Executive and/or the business opportunities disclosed or entrusted to the Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. (i) Subject to the exceptions set forth in Paragraph 10(b)(ii), the Executive covenants and agrees that during the Term of Prohibited Period (a) the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall notwill refrain from carrying on or engaging in, directly or indirectly: , any Competing Business in the Restricted Area and (ib) own any interest inthe Executive will not, and the Executive will cause the Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate as in or loan money to, sell or lease equipment to or sell or lease real property to any business, individual, partnership, firm, corporation or other entity which engages in a partnerCompeting Business in the Restricted Area. (ii) Notwithstanding the restrictions contained in Paragraph 10(b)(i), directorthe Executive or any of the Executive’s affiliates may own an aggregate of not more than 1% of the outstanding voting securities of any class of an entity engaged in a Competing Business, principalif such securities are listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, officer without violating the provisions of Paragraph 10(b), provided that neither the Executive nor any of the Executive’s affiliates (A) has the power, directly or agent ofindirectly, enter into to control or direct the management or affairs of such entity and (B) is involved in the management of such entity. (iii) The Executive further covenants and agrees that during the Prohibited Period, the Executive will not, and the Executive will cause the Executive’s affiliates not to (a) engage or employ, or solicit or contact with a view to the engagement or employment of, act as a consultant to, any person who is an officer or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 Affiliates or (b) canvass, solicit, approach or entice away or cause to leave the employ of be canvassed, solicited, approached or enticed away from the Company or any of its subsidiaries; providedAffiliates any person who or which is a customer of any of such entities during the period during which the Executive is employed by the Company. (iv) The Executive may seek the written consent of the Company, which may be withheld for any or no reason, to waive the provisions of this Paragraph 10 on a case-by-case basis. (v) The Executive recognizes that the Executive mayis a high-level, solely executive employee who will be provided with access to trade secrets as an investment, hold not more than five percent (5%) part of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants Executive’s employment 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 restrictive covenants set forth in this Section 6.1, including without limitation the time period of restriction set forth above, Paragraph 10(b) are fair and reasonable and are reasonably required for the protection necessary in light of the legitimate business Executive’s position and economic interests of access to the Company’s trade secrets. The foregoing notwithstanding, the Executive further acknowledges and the Company agree and acknowledge that the Company would Executive shall 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 regardsubject to, and the provisions Company shall not have any right to enforce, this Paragraph 10 unless the Executive’s Termination Date is after the first anniversary of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtEffective Date of this Agreement.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and not oppressive, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and substantial and legitimate business interests. (b) Except as otherwise permitted pursuant to Section 10(g), Employee agrees that, during the Term Prohibited Period, Employee shall not, without the prior written approval of the ExecutiveBoard, directly or indirectly, for himself or on behalf of or in conjunction with any other person or entity of whatever nature: (i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which such prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an employee or consultant of, or loaning money to or selling or leasing equipment or real estate to or otherwise being affiliated with any person or entity engaged in, or planning to engage in, the Business in competition, or anticipated competition, in the Market Area, with any member of the Company Group; (ii) appropriate any Business Opportunity of, or relating to, the Company Group located in the Market Area; (iii) solicit, canvass, approach, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or (iv) solicit, canvass, approach, entice or induce any employee or contractor of the Company Group to terminate his, her or its employment hereunder or engagement therewith. (c) Employee agrees that the covenants of Section 10(b) shall be enforceable during the Employment Period and for a period of one six months following the termination of the Employment Period (1the “Prohibited Period”), regardless of the reason for such termination. (d) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate Because of the difficulty of measuring economic losses to the Company Group as a partnerresult of a breach of the foregoing covenants, director, principal, officer or agent of, enter into and because of the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which immediate and irreparable damage that would be caused to the Company or any Group for which it would have no other adequate remedy, Employee agrees that the Company shall be entitled to enforce the foregoing covenants, in the event of its subsidiaries is then engaged ora breach, by injunctions and restraining orders and that such enforcement shall not be the Company’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the then existing knowledge of Company at law and equity. (e) The covenants in this Section 10 are severable and separate, and the Executive, proposes to engage; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities unenforceability 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 specific covenant shall not affect the provisions of the Restrictive Covenant andany other covenant. Moreover, 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 arbitrator 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 shall determine that the maximum restrictiveness such court deems reasonable and enforceablescope, time or territorial restrictions set forth are unreasonable, then it is 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 intention of the Restrictive Covenant shall remain enforceable parties that such restrictions be enforced to the fullest extent deemed reasonable by such courtwhich the arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (f) For purposes of this Section 10, the following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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. The portion of the payments set forth in Section 5.5 that is allocable to the value of the non-compete provisions set forth in this Section 6.1 shall be determined consistent with Section 1.280G-1 Q/A 9, and 40-44 of the Treasury Regulations.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged orGroup will be entrusting Employee, to in Employee’s unique and special capacity, with developing the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client goodwill of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business Group, and 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 consideration of the Company or any of its subsidiaries providing Employee with access to leave the employ of Confidential Information and as an express incentive for the Company or any of its subsidiaries; providedto enter into this Agreement and employ Employee, that Employee has voluntarily agreed to the Executive may, solely as an investment, hold 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 10. Employee agrees 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 limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests. (b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) within the Market Area, directly or indirectly solicit the sale of goods, services, or a combination of goods and services from the established customers of any member of the Company Group; or (ii) solicit, canvass, approach, encourage, entice or induce any employee or contractor of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. (c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not have entered into this Agreement absent Executiveafford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s agreement or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the foregoing. In Company and each other member of the event thatCompany Group at law and equity. (d) The covenants in this Section 10, notwithstanding and each provision and portion hereof, are severable and separate, and the foregoing, unenforceability of any of specific covenant (or portion thereof) shall not affect the provisions of this Section 6.1 any other covenant (or any parts hereof shall be held to be invalid or unenforceableportion thereof). Moreover, 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 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 arbitrator or court of competent jurisdiction to exceed shall determine that the maximum restrictiveness such court deems reasonable and enforceablescope, time or territorial restrictions set forth are unreasonable, then it is 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 intention of the Restrictive Covenant shall remain enforceable parties that such restrictions be enforced to the fullest extent deemed reasonable by which such courtarbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (e) The following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The 6.1 During the term of this Agreement and for a period of two (2) year after the Termination Date of this Agreement, the Executive hereby covenants and agrees that shall not (i) directly or indirectly, as an employee, agent, manager, director, officer, controlling stockholder, partner or otherwise, engage or participate in any business engaged in the continental United States in activities competitive with any activities in which the Corporation is engaged during the Term term of the Executive’s 's employment hereunder with the Corporation, (ii) solicit from any client or division, department or subsidiary of any client of the Corporation, or any individual employed by any of the foregoing, for whom the Executive performed services while he was employed by the Corporation, any business relating to services similar to the services which were so performed by the Executive for such clients during his employment with the Corporation. In addition, the Executive shall not during such time request or cause any client of the Corporation to cancel or terminate any business relationship with the Corporation or any of its subsidiaries, or directly or indirectly solicit or otherwise cause any employee to terminate such employee's relationship with the Corporation. 6.2 If any portion of the restrictions set forth in this Paragraph 6 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. 6.3 The Executive declares that the foregoing scope, territorial and time limitations are reasonable and properly required for the adequate protection of the business of the Corporation. In the event any such scope, territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to the reduction of said scope, territorial or time limitation to such scope, area or period which said court shall have deemed reasonable. 6.4 The existence of any claim or cause of action by the Executive against the Corporation other than under this Agreement shall not constitute a defense to the enforcement by the Corporation of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. 6.5 The Executive recognizes that the employees of the Corporation are a valuable resource of each such member. Executive agrees that Executive shall not, for a period of one (1) year thereafterfollowing the Termination Date, Executive shall not, directly either alone or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete in conjunction with any business in which the Company other person or any of its subsidiaries is then engaged orentity solicit, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company 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 recruit any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 CovenantCorporation.” 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; Non-Solicitation. The (a) In view of the unique value to the Company of Executive’s services and because of the Confidential Information to be obtained by or disclosed to Executive hereby covenants and as described above, Executive agrees that that, during the Term term of the Executive’s employment hereunder this Agreement and for a period of one (1) year thereafter, provided that this Agreement is not terminated by the Company without Cause or by the Executive shall not, directly or indirectly: for Good Reason: (i) own Executive will not directly or indirectly assist or become associated with any interest inwireless voice communication service provider in any business of such provider that competes in any of the markets of any of the Covered Entities, operate, join, control or participate whether as a principal, partner, directoremployee, principal, officer consultant or agent of, enter into the employment of, act shareholder (other than as a consultant toholder of less than 5% of the outstanding voting shares of any publicly traded company); (ii) Executive will not directly or indirectly solicit for employment or employ any employee of any of the Covered Entities, unless such solicited person shall have ceased to be employed by any such entity for a period of at least six months; and (iii) Executive will not directly or perform indirectly solicit business from customers of any services for of the Covered Entities, provided that the foregoing shall not restrict Executive or any entity (each a “Competing Entity”) with which has material operations which compete Executive is associated from soliciting or doing business with any customer of any of the Covered Entities, if such solicitation does not interfere with any business relationship between such solicited customer and any of the Covered Entities. (b) If Executive violates any provision of Section 4 or Section 5(a), the Company shall be entitled to receive from Executive reimbursement for any and all damages caused by such breach, provided that Executive shall not be liable for indirect, special, consequential or punitive damages (it being understood and agreed that this remedy is in addition to, and not a limitation on, any injunctive relief or other rights or remedies to which the Company is or may be entitled to at law or in equity). Executive acknowledges and agrees that the Company’s (and as applicable, each Covered Entity’s) remedies at law for a breach of any provision of Section 4 or Section 5(a) would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach, in addition to any remedies at law, the Company and, as to Section 4, each Covered Entity, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. As provided in Section 10(i) hereof, the equitable remedies referenced in this Section 5(b) shall be in addition to, and not in substitution for or exclusion of, any other remedies available at law or in equity for any breach of its subsidiaries is then engaged oreither or both of Sections 4 or 5. Executive and the Company each specifically acknowledge and agree that the provisions of Sections 4 and 5 are for the express benefit of each Covered Entity and that (i) no waiver, amendment or other modification of Sections 4 or 5 with respect to the then existing knowledge of the Executivea Covered Entity shall be effective unless it has been consented to in writing by such Covered Entity, proposes to engage; and (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect each such Covered Entity shall be entitled 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 enforce the provisions of Section 4 and/or 5 hereof (as appropriate) as fully and with the Restrictive Covenant and, having done so, agrees that the restrictions set forth in same rights and effect as if such Covered Entity were a signatory party to 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, Agreement. (c) If any of the provisions of this Section 6.1 4 or any parts hereof shall be Section 5(a) are 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 courtincluded.

Non-Competition; Non-Solicitation. The Executive hereby and the Company agree to the non-competition and non-solicitation provisions of this Article VIII in consideration for the Confidential Information provided by the Company to Executive pursuant to Article V of this Agreement, to protect the trade secrets and confidential information of the Company or its affiliates disclosed or entrusted to Executive by the Company or its affiliates or created or developed by Executive for the Company or its affiliates, to protect the business goodwill of the Company or its affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its affiliates and as an additional incentive for the Company to enter into this Agreement. (a) Subject to the exceptions set forth in Section 8.2(b) below, Executive expressly covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one Prohibited Period (1i) year thereafter, Executive shall notwill refrain from carrying on or engaging in, directly or indirectly: , any Competing Business in the Restricted Area and (iii) own any interest inExecutive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or loan money to, sell or lease equipment or property to, or otherwise be affiliated with any business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the Restricted Area, as Executive expressly agrees that each of the foregoing activities would represent carrying on or engaging in a partnerCompetitive Business, directoras prohibited by this Section 8.2(a). (b) Notwithstanding the restrictions contained in Section 8.2(a), principalExecutive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, officer if such stock is listed on a national securities exchange or agent ofregularly traded in the over-the-counter market by a member of a national securities exchange, enter into without violating the provisions of Section 8.2(a), provided that neither Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of, act as a consultant to, or perform recommend or refer to any services for any person or entity (each a “Competing Entity”) which has material operations which compete with any business in which other than the Company or any one of its subsidiaries affiliates) for engagement or employment any person who is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer an officer or client of the Company 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 affiliates or (ii) canvass, solicit, approach or entice away or cause to leave the employ of be canvassed, solicited, approached or enticed away from the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities affiliates any person or entity who or which is a customer of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of such entities during the period during which 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 is employed by the Company. . (d) The Executive further acknowledges restrictions contained in Section 8.2 shall not apply to any product or service that the Company would not have entered into this Agreement absent provided during Executive’s agreement to employment but that the foregoingCompany no longer provides at the Date of Termination. In the event thatFurther, notwithstanding the foregoing, any of the other provisions of this Section 6.1 or any parts hereof 8.2, within the State of Oklahoma, the restrictions of Sections 8.2(a) and 8.2(c)(ii) shall be held limited to be invalid preventing Executive from directly soliciting the sale of goods, services or unenforceablea combination of goods and services from any established customer of the Company, as may exist from time-to-time. (e) Before accepting employment with any other person or entity while employed by the Company or during the Prohibited Period, the remaining provisions Executive will inform such person 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 entity of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtrestrictions contained in this Article VIII.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) In view of the unique and agrees valuable services it is expected that you will render to the Company, your knowledge of its trade secrets, and other proprietary information relating to the business of the Company and in consideration of the compensation to be received hereunder, you will not, during the Term term of this Agreement, engage in, or otherwise directly or indirectly, be employed by, or act as a consultant or lender to, or, without the prior written approval of the Executive’s employment hereunder Board, be a director, officer, owner, or partner of, any other business or organization that is engaged in the same field of research and development as is the Company. Nothing herein shall be deemed to preclude you from being an officer, director, owner, investor in, or partner of, any business or organization which is not competing with the Company, provided the same does not in any manner whatsoever impair your ability to perform your duties under the Agreement. (b) During the term of the Agreement, and for a period of one (1) year thereafterfollowing termination of the Agreement, Executive shall not, you will not directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent indirectly reveal the name of, enter into the employment of, act as a consultant tosolicit or interfere with, or perform endeavor to entice away from the Company any services for of its suppliers, customers, or employees. (c) During the term of the Agreement and thereafter following the termination of the Agreement, you shall not make any entity (each a “Competing Entity”) which has material operations which compete with any business in which critical or disparaging statements about the Company or any of its subsidiaries is then engaged oremployees, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer directors or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect products to any business in which the Company other person or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; or entity. (iiid) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 Since a breach of the provisions of this Section 6.1 or any parts hereof Paragraph 7 could not adequately be compensated by money damages, the Company shall be held entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith, and you hereby consent to the issuance of such injunction. You agree that the provi­sions of this Paragraph 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Paragraph 7 shall be deemed to be invalid or unenforceableinvalid, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid illegal, or unenforceable portions by reason of the extent, duration, or parts had not been included herein. In geographical scope thereof, or otherwise, then the event that any provision of this Section 6.1 relating court making such determination shall have the right 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 reduce such court deems reasonable and enforceableextent, 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 regardduration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the provisions manner contemplated hereby. This Paragraph 7 shall survive the termination of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtAgreement.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged orGroup shall be entrusting Employee, to in Employee’s unique and special capacity, with developing the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client goodwill of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business Group, and 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 consideration thereof and in consideration of the Company or any of its subsidiaries providing Employee with access to leave the employ of Confidential Information and as an express incentive for the Company or any of its subsidiaries; providedto enter into this Agreement and employ Employee, that Employee has voluntarily agreed to the Executive may, solely as an investment, hold 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 9. Employee further agrees 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 limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and not have entered into oppressive, shall not cause Employee undue hardship, and are material and substantial parts of this Agreement absent Executiveintended and necessary to prevent unfair competition and to protect the Company Group’s agreement Confidential Information, goodwill and substantial and legitimate business interests. (b) Employee agrees that, during the Non-Compete Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or loaning money to, or selling or leasing equipment or real estate to or otherwise being affiliated with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group (which, for this purpose, includes any company that directly competes with the Company Group as of the date hereof or in the future); or (ii) appropriate any Business Opportunity of, or relating to, the Company Group located in the Market Area. (c) Employee agrees that, during the Non-Solicit Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of nature: (i) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or (ii) solicit, canvass, approach, encourage, entice or induce any employee or contractor of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. (d) Because of the difficulty of measuring economic losses to the foregoing. In Company Group as a result of a breach of the covenants set forth in Section 8 and in this Section 9, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, 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 a breach 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 determined by a court of law or arbitrator, by (i) notwithstanding anything to the contrary contained in an Equity Incentive Plan or an award agreement, causing the forfeiture of any unvested or unexercisable awards granted under an Equity Incentive Plan (including the equity awards described in Section 3(d)) or (ii) obtaining injunctions and restraining orders from any court of competent jurisdiction to exceed jurisdiction, without the maximum restrictiveness such court deems reasonable necessity of showing any actual damages or that money damages would not afford an adequate remedy, and enforceable, without the time period and/or area necessity of restriction and/or related aspects deemed reasonable and enforceable by such court posting any bond or other security. The aforementioned equitable relief shall become and thereafter not be the maximum restrictions Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in such regardaddition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. (e) The covenants in this Section 9, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the Restrictive Covenant event any arbitrator or court of competent jurisdiction shall remain enforceable determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent deemed reasonable by which such courtarbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (f) For purposes of this Section 9, the following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s 's employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “"Competing Entity”") which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 '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; Non-Solicitation. The Executive hereby covenants and agrees that during (a) Until the Term second (2nd) anniversary of the Executive’s employment hereunder and for a period of one (1) year thereafterClosing, Executive Sellers shall not, directly or indirectly: , (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the solicit for employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; similar arrangement any Transferred Entity Employee or (ii) solicit hire any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiariesTransferred Entity Employee; provided, that this Section 5.14(a) shall (a) not apply to Transferred Entity Employees whose employment has been terminated by Purchasers, (b) not prohibit general solicitations for employment through advertisements or other means not targeted specifically to Transferred Entity Employees; and (c) shall not prevent the Executive may, solely hiring of Transferred Entity Employees that respond to general solicitations such as an investment, hold not more than five percent those specified in (5%b) above. (b) During the period beginning on the Closing Date and ending on the third (3rd) anniversary of the combined voting securities of any publiclyClosing Date (the “Non-traded corporation or other business entity. The foregoing covenants and agreements Compete Period”), except for ownership of the Executive equity in Recro issued pursuant to the Warrant, Sellers and their Affiliates agree not to directly or indirectly engage in, or have an ownership interest in, any business or enterprise (or subsidiary or division thereof) that engages in the development, license, manufacture, testing, packaging, storage, sale and shipment of the Products (other than Meloxicam) or the underlying molecules or salts thereof in combination with the OCR IP covering such Products (a “Competing Business”). If Sellers and/or their Affiliates are referred directly or indirectly acquired by (whether by merger, acquisition of assets or equity, or otherwise), or directly or indirectly acquire (whether by merger, acquisition of assets or equity, or otherwise), a third party which engages in a Competing Business, such third party and its Affiliates (other than Sellers and/or their Affiliates existing prior to herein as the “Restrictive Covenantdate of such acquisition) shall not be restricted from continuing to engage in such Competing Business pursuant to this Section 5.14(b), provided that the rights of such third party and its Affiliates to utilize the OCR IP in such Competing Business existed prior to the date of such acquisition.” The Executive (c) Each Party acknowledges and agrees 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 6.15.14 are reasonable and necessary to protect the legitimate business interests of the other Party, including without limitation the time period of restriction set forth abovesuch Party’s confidential information and goodwill. Each Party agrees, 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 shall not contest, that the Company would not have entered into this Agreement absent Executiveother Party’s agreement to the foregoing. In the event that, notwithstanding the foregoing, remedies at law for any breach or threat of breach by such Party or its Affiliates of the provisions of this Section 6.1 5.14 will be inadequate, and that the other Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5.14 and to enforce specifically such terms and provisions, in addition to any parts hereof other remedy to which the other Party may be entitled at law or in equity. The restrictive covenants contained in this Section 5.14 are covenants independent of any other provision of this Agreement or other agreement between the Parties and the existence of any claim which a Party may allege against another Party under any provision of this Agreement, any other Agreement, or otherwise will not prevent the enforcement of the covenants in this Section 5.14. If any of the provisions contained in this Section 5.14 shall for any reason be held to be invalid excessively broad as to duration, scope, activity or unenforceablesubject, the remaining provisions or parts hereof then such provision shall nevertheless continue be construed by limited and reducing it, so as 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 extent compatible with applicable Law or the area of restriction and/or related aspects shall be declared determination by a court of competent jurisdiction jurisdiction. The Parties agree and intent that a Party’s obligations under this Section 5.14 will be tolled during any period that such party is found to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area be in breach 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 any of the Restrictive Covenant shall remain enforceable to obligations under this Section 5.14, so that the fullest extent deemed reasonable by such courtother Party is provided with the full benefit of the restrictive periods set forth herein.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s 's employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “"Competing Entity”") which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 or agreed to grant the Executive the stock option pursuant to Section 4.7 herein absent Executive’s 's agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 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 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; Non-Solicitation. The (i) Executive hereby covenants acknowledges and recognizes the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industry. In consideration of the payment by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during the Term of the (i) Executive’s employment hereunder with the Company and for a period of one (1ii) year thereaftertwelve (12) months thereafter (the “Covered Time”), Executive shall not, directly or indirectly: , engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business, provided that the provisions of this Section 6(b) will not be deemed breached merely because Executive owns less than 1% of the outstanding common stock of a publicly-traded company. For purposes of this Agreement, “Competing Business” shall mean (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged currently engaged, or, to the extent that Executive is materially involved in such business, the business in which the Company’s affiliates are then existing knowledge engaged anywhere in the world and (ii) any other business in which the Company engages anywhere in the world during the Term. For purposes of this Agreement, as of the date of this Agreement, the Company (i) is actively engaged in the biodefense sector that is focused on smallpox therapeutics and (ii) is carrying out a government development contract on pre-clinical Dengue compounds. (ii) In further consideration of the payment by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during Executive’s employment and the Covered Time, proposes Executive shall not, directly or indirectly, (i) solicit, encourage or attempt to engagesolicit or encourage any of the employees, agents, consultants or representatives of the Company or, to the extent that he has had material contact with such employees, agents, consultants or representatives, any of its affiliates to terminate his, her, or its relationship with the Company or such affiliate; (ii) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Company or, to the extent that he has had material contact with such employees, agents, consultants or representatives, any of its affiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) solicit or attempt to solicit any customer, vendor or distributor of the Company or, to the extent that he has had material contact with such customer, vendor or distributor, any of its affiliates with respect to any product or service being furnished, made, sold or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any customer of the Company or, to the extent that he has had material contact with such customer, any affiliate to cease to do business or client to reduce the amount of business which any customer has customarily done or contemplates doing with the Company or such affiliate, whether or not the relationship between the Company or its affiliate and such customer was originally established in whole or in part through Executive’s efforts. For purposes of this Section 6(b) only, the terms “customer,” “vendor” and “distributor” shall mean a customer, vendor or distributor who has done business with the Company or any of its subsidiaries (other than on behalf affiliates within twelve months preceding the termination 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 courtemployment.

Non-Competition; Non-Solicitation. The Executive hereby and the Company agree to the non-competition and non-solicitation provisions of this Section 10(b)(i) in consideration for the Confidential Information provided by the Company to the Executive pursuant to Section 9; (ii) to protect the trade secrets and confidential information of the Company or its Affiliates disclosed or entrusted to the Executive by the Company or its Affiliates or created or developed by the Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of the Executive and/or the business opportunities disclosed or entrusted to the Executive by the Company or its Affiliates; and (iii) as an additional incentive for the Company to enter into this Agreement. (i) Subject to the exceptions set forth in Section 10(b)(ii), the Executive covenants and agrees that during the Term of Prohibited Period (A) the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall notwill refrain from carrying on or engaging in, directly or indirectly: , any Competing Business in the Restricted Area and (iB) own any interest inthe Executive will not, and the Executive will cause the Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate as in or loan money to, sell or lease equipment to or sell or lease real property to any business, individual, partnership, firm, corporation or other entity which engages in a partnerCompeting Business in the Restricted Area. (ii) Notwithstanding the restrictions contained in Section 10(b)(i), directorthe Executive or any of the Executive’s affiliates may own an aggregate of not more than 1% of the outstanding voting securities of any class of an entity engaged in a Competing Business, principalif such securities are listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, officer without violating the provisions of Section 10(b), provided that neither the Executive nor any of the Executive’s affiliates (A) has the power, directly or agent ofindirectly, enter into to control or direct the management or affairs of such entity or (B) is involved in the management of such entity. (iii) The Executive further covenants and agrees that during the Prohibited Period, the Executive will not, and the Executive will cause the Executive’s affiliates not to (A) engage or employ, or solicit or contact with a view to the engagement or employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries person who is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer currently an officer or client of the Company 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 to leave the employ Affiliates or was an officer or employee of the Company or any of its subsidiaries; providedAffiliates within the prior six months or (B) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company or any of its Affiliates any person who or which is or was (1) a customer of the Company or any of its Affiliates during the Reference Period and (2) with whom or which the Executive either had contact or a relationship with or about whom or which the Executive developed or acquired Confidential Information during the Reference Period. (iv) The Executive may seek the written consent of the Company, which may be withheld for any or no reason, to waive the provisions of this Section 10 on a case-by-case basis. (v) The Executive recognizes that the Executive mayis a high-level, solely executive employee who will develop and/or be provided with access to trade secrets as an investment, hold not more than five percent (5%) part of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing covenants Executive’s employment 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 restrictive covenants set forth in this Section 6.1, including without limitation the time period of restriction set forth above, 10(b) are fair and reasonable and are reasonably required for the protection necessary in light of the legitimate business Executive’s position and economic interests of access to 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 courttrade secrets.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that during the Term Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the ExecutiveCompany Group, and in consideration of the Company providing Employee with access to Confidential Information, clients and customers and as an express incentive for the Company to enter into this Agreement and employ Employee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s employment hereunder Confidential Information, goodwill and for a period of one legitimate business interests. (1b) year thereafterDuring the Prohibited Period, Executive Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area, which prohibition shall prevent Employee from directly or indirectly: (iA) own any interest owning, investing in, operatecontrolling, joinmanaging, control operating, participating in, lending Employee’s name to, contributing to, providing assistance to or participate as a partner, director, principal, being an officer or agent director of, enter into any person or entity engaged in or planning to engage in the employment Business in the Market Area, or (B) joining, becoming an employee or consultant of, act or otherwise rendering services for or being affiliated with or engaged by, any person or entity engaged in, or planning to engage in, the Business in the Market Area in any capacity (with respect to this clause (B)) in which Employee’s customer or client relationships, duties or responsibilities are the same as a consultant or similar to the customer or client relationships, duties or responsibilities that Employee had on behalf of any member of the Company Group; (ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or perform induce any services for customer, vendor or supplier of any entity member of the Company Group with whom Employee had contact (each a “Competing Entity”including oversight responsibility) which has material operations which compete or learned Confidential Information about during Employee’s employment with any member of the Company Group to cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company Group or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group, or hire or retain any such employee or contractor. Notwithstanding the foregoing, nothing herein shall not limit Employee’s ability to accept employment and perform work with any person or entity where (x) the services provided by Employee to such person or entity are not, and do not directly or indirectly benefit any division or business of such person or entity that is, in competition with the Business or any other material 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; (ii) solicit any customer or client a member of the Company Group has made a significant financial investment on or any prior to the date of its subsidiaries termination to be engaged in on or after such date and (other y) Employee does not own more than on behalf 2% of the Companyequity securities of such person or entity. (c) with respect Because of the difficulty of measuring economic losses to any business in which the Company Group as a result of a breach or any threatened breach of its subsidiaries is then engaged orthe covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee members of the Company or any of its subsidiaries to leave Group for which they would have no other adequate remedy, the employ Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) other member of the combined voting securities Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. Employee further agrees that Employee will not challenge the reasonableness or enforceability 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 covenants set forth in this Section 6.110, 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 Employee will reimburse the Company would not have entered into this Agreement absent Executive’s agreement Group for all costs (including reasonable attorneys’ fees) incurred in connection with any action to the foregoing. In the event that, notwithstanding the foregoing, enforce any of the provisions of this Section 6.1 10 if Employee challenges the reasonableness or enforceability of any parts hereof shall be held to be invalid or unenforceable, of 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 10. (d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the time period and/or unenforceability of any specific covenant (or portion thereof) shall not affect the area provisions of restriction and/or related aspects shall be declared by a any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction to exceed shall determine that the maximum restrictiveness such court deems reasonable and enforceablescope, time or territorial restrictions set forth are unreasonable, then it is 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 intention of the Restrictive Covenant shall remain enforceable parties that such restrictions be enforced to the fullest extent deemed reasonable by which such courtarbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (e) The following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The Executive hereby and the Company agree to the non-competition and non-solicitation provisions of this Article VI in consideration for the Confidential Information provided by the Company to Executive pursuant to Article III of this Agreement, to protect the trade secrets and confidential information of the Company or its affiliates disclosed or entrusted to Executive by the Company or its affiliates or created or developed by Executive for the Company or its affiliates, to protect the business goodwill of the Company or its affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its affiliates and as an additional incentive for the Company to enter into this Agreement. (a) Subject to the exceptions set forth in Section 6.2(b) below, Executive expressly covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one Prohibited Period (1i) year thereafter, Executive shall notwill refrain from carrying on or engaging in, directly or indirectly: , any Competing Business in the Restricted Area and (iii) own any interest inExecutive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or loan money to, sell or lease equipment or property to, or otherwise be affiliated with any business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the Restricted Area, as Executive expressly agrees that each of the foregoing activities would represent carrying on or engaging in a partnerCompetitive Business, directoras prohibited by this Section 6.2(a). (b) Notwithstanding the restrictions contained in Section 6.2(a), principalExecutive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, officer if such stock is listed on a national securities exchange or agent ofregularly traded in the over-the-counter market by a member of a national securities exchange, enter into without violating the provisions of Section 6.2(a), provided that neither Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of, act as a consultant to, or perform recommend or refer to any services for any person or entity (each a “Competing Entity”) which has material operations which compete with any business in which other than the Company or any one of its subsidiaries affiliates) for engagement or employment any person who is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer an officer or client of the Company 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 affiliates or (ii) canvass, solicit, approach or entice away or cause to leave the employ of be canvassed, solicited, approached or enticed away from the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities affiliates any person or entity who or which is a customer of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of such entities during the period during which 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 is employed by the Company. . (d) The Executive further acknowledges restrictions contained in Section 6.2 shall not apply to any product or service that the Company would not have entered into this Agreement absent provided during Executive’s agreement to employment but that the foregoingCompany no longer provides at the Date of Termination. In the event thatFurther, notwithstanding the foregoing, any of the other provisions of this Section 6.1 or any parts hereof 6.2, within the State of Oklahoma, the restrictions of Sections 6.2(a) and 6.2(c)(ii) shall be held limited to be invalid preventing Executive from directly soliciting the sale of goods, services or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid a combination of goods and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that services from 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 established customer of the Restrictive Covenant shall remain enforceable to Company, as may exist from time-to-time. (e) Before accepting employment with any other person or entity while employed by the fullest extent deemed reasonable by Company or during the Prohibited Period, Executive will inform such courtperson or entity of the restrictions contained in this Article VI.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants and agrees that during the Term Non-Competition Period (defined below) he will not in any capacity, either separately, jointly, or in association with others, as an officer, director, consultant, agent, employee, owner, partner or stockholder, engage or have a financial interest in any business which is involved in auto glass replacement or repair business or any other business which competes with the Company's current or currently planned products as of the date of the employee's termination of Employment with the Company (excepting only the ownership of not more than 5% of the outstanding securities of any class listed on an exchange or regularly traded in the over-the-counter market). The "Non-Competition Period" is (i) the period of the Executive’s 's employment hereunder and for plus (ii) a period of one (1) year thereafter; provided, Executive however, that the Non-Competition Period shall notin no events be shorter than three years from the date hereof; and provided, directly or indirectly: (i) own any interest infurther, operatehowever, join, control or participate as that in the event of a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge termination of the Executive's employment pursuant to Sections 4(c) or 4(e) hereof, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of Non-Competition Period shall be the Company) with respect to any business in period during which the Company or Executive is receiving any of its subsidiaries is then engaged or, benefits pursuant to the then existing knowledge of the Executive, proposes to engage; or (iiiSection 5(c) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 Companyhereof. The Executive further acknowledges agrees that during the Non-Competition Period he will not in any capacity, either separately, jointly or in association with others, solicit or otherwise contact any of the Company's customers or prospects, as shown by the Company's records, that were customers or prospects of the Company at any time during the Non-Competition Period if such solicitation or contact is for the general purpose of selling products or services that satisfy the same general needs as any products or services that the Company would not have entered into this Agreement absent Executive’s agreement had available for sale to its customers or prospects during the foregoingNon-Competition Period. In the event that, notwithstanding the foregoing, any of the provisions For purposes of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable6 and Section 7, 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 "Company" refers 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 Company 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 any incorporated or unincorporated affiliates of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtCompany.

Non-Competition; Non-Solicitation. 10.1 The Executive hereby EMPLOYEE covenants and agrees with the CORPORATION that during the Term of the Executive’s employment hereunder term hereof and for a period of one two (12) year years thereafter, Executive shall he will not, directly either individually or indirectly: (i) own in partnership or jointly or in conjunction with any interest inperson, operateassociation or syndicate, joinas principal, control or participate as a partneragent, shareholder, director, principalofficer, officer employee or agent ofin any other manner whatsoever carry on or be engaged in or be concerned with or interested in or advise, enter into the employment of, act as a consultant lend money to, guarantee the debts or perform obligations of or permit his name or any services for part thereof to be used or employed by any entity (each a “Competing Entity”) which has material operations which compete person or persons, including, without limitation, any individual, firm, association, syndication, company, corporation, or other business enterprise, engaged in or concerned with or interested in any business in which the Company or any of its subsidiaries is then engaged or, to part thereof presently carried on by the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) CORPORATION with respect to its business of any other business at any time during the term hereof carried on by the CORPORATION, except with written consent of the CORPORATION, which consent will not be reasonably withheld. 10.2 During the period identified in which Section 10.1, the Company EMPLOYEE shall not solicit, engage in, assist or have an interest in or be connected with any of its subsidiaries is then engaged orperson, firm or corporation soliciting any customer known or ought to be known to the then existing knowledge EMPLOYEE to be a customer or business associate of the ExecutiveCORPORATION. 10.3 During the period identified in Section 10.1, proposes the EMPLOYEE shall not induce, entice or attempt to engage; or (iii) induce or encourage any employee of obtain the Company or any of its subsidiaries to leave withdrawal from the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities CORPORATION of any publicly-traded corporation employee, consultant, contract researcher or other management personnel either before or after the termination of this Agreement. 10.4 If the CORPORATION ceases to carry on business entity. The foregoing covenants and agreements for a continuous period of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered six (6) months or more, then the provisions of Article 6 and Article 10 hereof shall be null and void and shall cease to have any force and effect after the Restrictive Covenant and, having done so, agrees expiration of the aforesaid period of time. 10.5 The EMPLOYEE confirms that the restrictions set forth obligations in Sections 10.1, 10.2 and 10.3 of this Section 6.1, including without limitation the time period of restriction set forth above, are fair and reasonable and Agreement are reasonably required necessary for the protection of the legitimate business CORPORATION and economic interests of its shareholders and, given the Company. The Executive further acknowledges that EMPLOYEE’s knowledge and experience, will not prevent the Company would not have entered into this Agreement absent ExecutiveEMPLOYEE from being gainfully employed if the EMPLOYEE’s agreement to employment with 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 courtCORPORATION ends.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) During the period beginning on the Closing Date and agrees that during ending on the Term fifth anniversary of the Executive’s employment hereunder and for a period of one (1) year thereafterClosing Date, Executive shall noteach Seller hereby agrees not to, directly or indirectly: (i) own any interest in, operate, join, control alone or participate as a partner, directorjoint venturer or equity interest holder of any Person (other than the Company), principal, officer (i) engage in or agent of, enter into the employment of, act as assist others in engaging in a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business Business anywhere in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engageNorth America; (ii) solicit have an interest in any customer Person that engages directly or client of the Company indirectly in a Competing Business anywhere in North America, including as a partner, shareholder, member, employee, principal, agent, trustee 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 engageconsultant; or (iii) induce intentionally interfere in any material respect with the business relationships (whether formed prior to or encourage any employee after the date of the this Agreement) between a Company Party and customers or any suppliers of its subsidiaries to leave the employ of the a Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entityParty. 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 Notwithstanding the foregoing, any of the provisions of this Section 6.1 7.10 shall not prohibit any Seller from (A) making investments in entities the equity of which is traded on a regulated stock exchange but only to the extent such Seller owns no more than two percent of the outstanding stock thereof, or any parts hereof shall be held to be invalid (B) engaging in those businesses, activities or unenforceableventures set forth on Schedule 7.10(a). (b) Except as set forth on Schedule 7.10(b), during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date, the remaining provisions Sellers shall not, and shall not permit any of their Affiliates to, directly or parts hereof indirectly, hire or solicit any employee of a Company Party or encourage any such employee to leave such employment or hire any such employee who has left such employment, except for general solicitations which are not directed specifically to any such employees, provided that Sellers and their Affiliates shall nevertheless continue to be valid restricted from hiring any person that responds to such permitted solicitation, if such person is, after due inquiry, reasonably known to such Seller to be an employee of a Company Party. (c) During the period beginning on the Closing Date and enforceable as though ending on the invalid fifth anniversary of the Closing Date, the Sellers shall not, and shall not permit any of their Affiliates to, directly or unenforceable portions indirectly, solicit or parts had entice, or attempt to solicit or entice, any clients or customers of a Company Party or potential clients or customers of a Company Party for purposes of diverting their business or services from such Company Party. (d) Each of Sellers acknowledges that a breach or threatened breach of this Section 7.10 would give rise to irreparable harm to Buyer, for which monetary damages would not been included hereinbe an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by any Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) The Sellers acknowledge that the restrictions contained in this Section 7.10 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Transactions. In the event that any provision of covenant contained in this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall 7.10 should ever be declared by a court of competent jurisdiction adjudicated to exceed the maximum restrictiveness time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such court deems reasonable covenant, and enforceablesuch covenant shall be deemed reformed, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by in such court shall become and thereafter be jurisdiction to the maximum restrictions time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 7.10 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such regardcovenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and the provisions of the Restrictive Covenant any such invalidity or unenforceability in any jurisdiction shall remain enforceable to the fullest extent deemed reasonable by not invalidate or render unenforceable such courtcovenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants following provisions of this Section 7 shall only apply to the Optionee to the extent the Optionee is not subject to a non-compete or non-solicit agreement with the Company or its Affiliates. (b) Optionee acknowledges and agrees that during recognizes the Term highly competitive nature of the Executive’s employment hereunder businesses of the Company and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: its Affiliates and accordingly agrees as follows: (i) own any interest in, operate, join, control During the term of the Optionee’s employment or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete other engagement with any business in which the Company or any of its subsidiaries is then engaged or, to Affiliates (the then existing knowledge “Employment Term”) and until the later of (a) eighteen (18) months following the termination of the ExecutiveEmployment Term and (b) thirty-six (36) months following consummation of the transactions contemplated by the Original Merger Agreement (the “Restricted Period”), proposes Optionee will not directly or indirectly participate in, work for or provide consulting, financial or other services to, engage in, conduct, manage or operate, or acquire or own any capital stock of or other equity interest in, any Person or business anywhere in the world that competes with the business of the Company, its parent company or any of their respective subsidiaries (including, without limitation, businesses which the Company, its parent company or any of their respective subsidiaries have specific plans to engageconduct in the future and of which Optionee is aware), as such businesses exist or are in process during the Employment Term or on the date of the termination or expiration of the Employment Term (a “Competitive Business”); provided that nothing in this Section 7(b)(i) shall be deemed to prohibit the acquisition or holding of not more than 2% of the shares or other securities of a publicly traded entity involved in a Competitive Business as long Optionee has no active participation in the business of such entity; and provided, further, that Optionee may, without violating this Section 7(b)(i), serve as an employee, consultant or independent contractor to any Person or business engaging in a Competitive Business through any division or subsidiary provided such Competitive Business generates less than 20% of the annual revenue of such Person or business and provided that Executive does not participate in, work for or provide any services to such Person or business in connection with such Competitive Business. (ii) During the Restricted Period, Optionee will not, whether on Optionee’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly (A) solicit any customer or client business related in any way to the business of the Company Company, its parent company or any of their respective subsidiaries from any customer of the Company, its parent company or any of their respective subsidiaries or from any prospective customer of the Company, its parent company or any of their respective subsidiaries which Optionee has reason to know was such a prospective customer during the Restricted Period, (other than B) request, induce or advise any such customer or prospective customer to withdraw, curtail adversely (to the Company, its parent company or any of their respective subsidiaries) modify or cancel any such business with the Company, its parent company or any of their respective subsidiaries or (C) contact, solicit, canvass or approach any Person who provides products or services to the Company, its parent company or any of their respective subsidiaries for the purpose of causing such Person to cease providing such products or services to the Company, its parent company or any of their respective subsidiaries. (iii) During the Restricted Period, Optionee will not, whether on Optionee’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, (A) employ, engage or retain any individual who is at the time an employee, consultant or independent contractor of the Company) with respect to any business in which the Company , its parent company or any of its subsidiaries is then engaged ortheir respective subsidiaries, to the then existing knowledge or had been an employee, consultant or independent contractor of the ExecutiveCompany, proposes to engage; or (iii) induce or encourage any employee of the Company its parent company or any of its their respective subsidiaries within six (6) months prior to leave the employ last day of the Company Employment Term or (B) solicit, induce or persuade in any way any such individual to terminate or modify his employment relationship with the Company, its parent company or any of its their respective subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent . (5%c) 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, Optionee agrees that the restrictions covenants set forth in this Section 6.17 are reasonable covenants under the circumstances, including without limitation and further agrees that if in the time period opinion of restriction set forth aboveany court of competent jurisdiction such restraint is not reasonable in any respect, are fair such court shall have the right, power and reasonable and are reasonably required for the protection authority to excise or modify such provision or provisions 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 these covenants as such court shall deem necessary to the foregoing. In the event that, notwithstanding the foregoing, any of cause 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 (as modified) to be valid and enforceable and to enforce the remainder of the covenants as though the invalid or unenforceable portions or parts had not been included hereinso amended. In the event Optionee agrees that any provision breach of any covenant contained in this Section 7 would irreparably injure the Company. Accordingly, Optionee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, shall be entitled to a decree or order of specific performance and an injunction against Optionee from any court having jurisdiction over the matter, restraining any further violation of this Section 6.1 relating 7 without proof of actual damages. (d) If the Optionee breaches any of the material provisions of this Section 7, any exercise, payment or delivery made pursuant to this Agreement during the two (2) year period prior to such breach shall be rescinded. The Company shall notify the Optionee in writing of any such rescission within one (1) year of the date it acquires actual knowledge of such breach. Within ten (10) days after receiving such a notice from the Company, the Optionee shall pay to the time period and/or Company the area amount of restriction and/or related aspects any gain realized or payment received as a result of the exercise, payment or delivery pursuant to the Option. Such payment shall be declared made either in cash or 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 returning to the fullest extent deemed reasonable by such courtCompany the number of Shares that the Optionee received in connection with the rescinded exercise, payment or delivery.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during (a) During the Term of and, in the event that the Executive’s employment hereunder and is terminated for any reason, then for a period of one two (12) year thereafter, years following the Date of Termination the Executive shall notbe prohibited from working (as an employee, directly consultant, advisor, director or indirectly: (iotherwise) own any interest infor, operate, join, control engaging in or participate as a partner, director, principal, officer acquiring or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with investing in any business having assets engaged in the following businesses in New England and other jurisdictions in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge conducting business as of the ExecutiveDate of Termination (the “Restricted Businesses”): (i) wholesale and/or retail marketing, proposes to engagesale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and bio-fuels), natural gas liquids (including ethane, butane, propane and condensates), natural gas, compressed natural gas and liquefied natural gas; (ii) solicit the storage of refined petroleum products and/or any customer or client of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the sale of convenience store items and sundries and related food service; and (iv) bunkering, unless the Chief Executive Officer of the Company and the Board approve such activity. Notwithstanding any provision of this paragraph 11 to the contrary, the Executive may (x) own up to 3% of a publicly traded entity that is engaged in one or any more of its subsidiaries the Restricted Businesses and (other than on behalf y) with the prior consent of the Company) with respect to any business , may serve as a director of an entity that is engaged in which the Company one or any of its subsidiaries is then engaged or, to the then existing knowledge more of the Executive, proposes to engage; or (iii) induce or encourage Restricted Businesses. If any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, court determines that the Executive may, solely as an investment, hold 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 paragraph 11 are invalid or unenforceable, the remaining remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this paragraph 11, or parts hereof shall nevertheless continue any part thereof, to be valid unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and enforceable to enforce such provision as though so reduced or restricted. (b) During the invalid or unenforceable portions or parts had not been included herein. In Term and, in the event that the Executive’s employment is terminated pursuant for any provision reason, then for a period of this Section 6.1 relating two (2) years following the Date of Termination, the Executive shall not, without the prior written consent of the Company: (i) Either individually or on behalf of or through any third party, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of engaging in any Restricted Business, any customers of the Company, or any prospective customers with respect to which the Company has made a sales presentation (or similar offering of services). (ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any other employees of or consultants to the time Company within the immediately preceding 12-month 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 or any parent or affiliate of the Restrictive Covenant shall remain enforceable Company to leave the fullest extent deemed reasonable by such courtservices of the Company or any parent or affiliate for any reason.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) From the Closing Date until the date that is two years after the Closing Date, the Seller shall not, and agrees that during shall cause its Subsidiaries not to, without the Term prior written consent of the Executive’s employment hereunder and Buyer (which consent may be withheld for a period of one (1) year thereafter, Executive shall notany reason), directly or indirectly: , (i) own hire or solicit for employment any interest in, operate, join, control NewCo Employee or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 such employee to no longer be employed by the Buyer, the Companies or any of their Subsidiaries; provided, however, that nothing in this Section 5.24(a) shall prohibit the Seller or any of their Subsidiaries from (A) engaging in general solicitations to the public or general advertising not targeted at employees of the Buyer, the Companies or any of the Companies’ Subsidiaries, (B) hiring any employee whose employment has been terminated by the Buyer, the Companies or any of their Subsidiaries following the Closing or (C) hiring any employee whose employment with the Buyer, the Companies or any of their Subsidiaries has been terminated by the employee following the Closing (but only after at least 180 days have passed since the date of termination of employment). (b) From the Closing Date until the date that is two years after the Closing Date, the Buyer shall not, and shall cause its Subsidiaries not to, without the prior written consent of the Seller (which consent may be withheld for any reason), directly or indirectly, (i) hire or solicit for employment any employee of the Company Seller or any of its subsidiaries Subsidiaries or (ii) induce or encourage any such employee to leave no longer be employed by the employ of the Company Seller or any of its subsidiariesSubsidiaries; provided, however, that nothing in this Section 5.24(b) shall prohibit the Executive mayBuyer or any of its Subsidiaries from (A) engaging in general solicitations to the public or general advertising not targeted at employees of the Seller or any of its Subsidiaries, solely (B) hiring any employee whose employment has been terminated by the Seller or any of its Subsidiaries following the Closing or (C) hiring any employee whose employment with the Seller or any of its Subsidiaries has been terminated by the employee following the Closing (but only after at least 180 days have passed since the date of termination of employment). (c) From the Closing Date until the date that is two years after the Closing Date, the Seller shall not, and shall cause its Subsidiaries not to, without the prior written consent of the Buyer (which consent may be withheld for any reason), directly or indirectly, (i) engage in the Buyer Competing Business anywhere or (ii) own any equity interest, or operate, control or participate (including as an investmenta joint venture partner, hold not more than five percent agent, representative, consultant or lender) in any Person that engages directly or indirectly in the Buyer Competing Business anywhere. For purposes of this Agreement, “Buyer Competing Business” means (5%i) the resale of products from the vendors set forth in Section 5.24(c) of the combined voting securities Seller Disclosure Schedules (“Vendors”) to value added resellers (VAR), direct market resellers (DMR), independent software vendors (ISV) or managed service providers (MSP), but shall not include the resale of products from the Vendors (A) purchased by the Seller and its Subsidiaries pursuant to an OEM channel program offered by such Vendor and (B) to any publicly-traded corporation ISV or other business entity. The foregoing covenants MSP (so long as such ISV or MSP is not, and agreements has not been in the past 12 months, treated as a VAR or DMR customer of the Executive are referred to herein as TS Business) and (ii) the “Restrictive Covenant.” The Executive acknowledges that he has carefully read entry by the Seller or one of its Subsidiaries into a branded product distribution agreement with any Vendor, unless (A) such Vendor does not offer an OEM channel program 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 (B) such branded product distribution agreement is entered into solely for the protection purpose of reselling the legitimate business and economic interests Vendor’s products to any OEM or IT vendor. For the avoidance of doubt, nothing herein shall limit or restrict the Company. The Executive further acknowledges that Seller or its Subsidiaries from conducting 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 Retained Business 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 courtcurrently conducted.

Non-Competition; Non-Solicitation. The (a) In view of the unique value to the Company of Executive's services and because of the Confidential Information to be obtained by or disclosed to Executive hereby covenants and as described above, Executive agrees that that, during the Term term of the Executive’s employment hereunder this Agreement and for a period of one (1) year six months thereafter, provided that this Agreement is not terminated by the Company without Cause or by Executive for Good Reason: (i) Executive will not directly or indirectly assist or become associated with any wireless voice communications service provider in any business of such provider that competes in any of the markets of any of the Restricted Entities, whether as a principal, partner, employee, consultant or shareholder (other than as a holder of less than 5% of the outstanding voting shares of any publicly traded company); (ii) Executive will not directly or indirectly solicit for employment or employ any employee of any of the Restricted Entities, unless such solicited person shall not, have ceased to be employed by any such entity for a period of at least six months; and (iii) Executive will not directly or indirectly: , solicit business from customers of any of the Restricted Entities, provided that the foregoing shall not restrict Executive or any entity with which Executive is associated from soliciting or doing business with any customer of any of the Restricted Entities, if such solicitation does not interfere with any business relationship between such solicited customer and any of the Restricted Entities. (b) If Executive violates any provision of Section 4 or Section 5(a), the Company shall be entitled to receive from Executive reimbursement for any and all damages caused by such breach, provided that Executive shall not be liable for indirect, special, consequential or punitive damages (it being understood and agreed that this remedy is in addition to, and not a limitation on, any injunctive relief or other rights or remedies to which the Company is or may be entitled to at law or in equity). Executive acknowledges and agrees that the Company's (and as applicable, each Restricted Entity's) remedies at law for a breach or threatened breach of any provision of Section 4 or Section 5(a) would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company and, as to Article 4, each Covered Entity and, as to Article 5, each Restricted Entity, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. As provided in Section 10(b) hereof, the equitable remedies referenced in this Section 5(b) shall be in addition to, and not in substitution for or exclusion of, any other remedies available at law or in equity for any breach of either or both of Sections 4 or 5. Executive and the Company each specifically acknowledge and agree that the provisions of Sections 4 and 5 are for the express benefit of each Covered Entity (in the case of Section 4) and each Restricted Entity and that (i) own any interest inno waiver, operateamendment or other modification of Sections 4 or 5 with respect to a Covered Entity or Restricted Entity shall be effective unless it has been consented to in writing by such Covered Entity or Restricted Entity, joinas the case may be, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; and (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect each such Covered Entity and Restricted Entity shall be entitled 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 enforce the provisions of Section 4 and/or 5 hereof (as appropriate) as fully and with the Restrictive Covenant and, having done so, agrees that the restrictions set forth in same rights and effect as if such Covered Entity or Restricted Entity were a signatory party to 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, Agreement. (c) If any of the provisions of this Section 6.1 4 or any parts hereof shall be Section 5(a) are 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 courtincluded.

Non-Competition; Non-Solicitation. The Executive hereby covenants and Employee agrees that during the Term of the Executive’s employment hereunder Employment Period and for a period of one (1) year thereafterthereafter (“Restrictive Period”), Executive shall not, Employee will not directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform in any services for capacity, individually or in any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged orcorporation, to the then existing knowledge of the Executivefirm, proposes to engage; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation association or other business entity, compete or attempt to compete with Company, any parent, subsidiary, or affiliate of Company, or any corporation merged into, or merged or consolidated with Company (a) by soliciting business from any customer, broker and/or client of Company with which Employee was involved (directly or indirectly) during the Employment Period, if such solicited business competes with the business of Company, or (b) inducing any personnel of Company to leave the service of Company, or by employing or contracting with any such personnel. 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 10 shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid construed as an Agreement independent of any other provision contained herein 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 enforceable in both Law and Equity, including by a court temporary or permanent Restraining Orders, notwithstanding the existence of competent jurisdiction to exceed any claim or cause of action by Employee against Company, whether predicated on this Agreement or otherwise. Notwithstanding the maximum restrictiveness such court deems reasonable and enforceableforegoing, if Company terminates Employee’s employment for convenience hereunder, Company agrees that Employee may upon 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 termination of the Employment Period, perform services within the information technology industry, provided however that Employee does not compete with Company, (a) by soliciting directly or indirectly any Company employees, and/or (b) by soliciting directly or indirectly any new business from Company’s then existing customers or Prospective Customers, during the Restrictive Covenant shall remain enforceable Period. “Prospective Customer” means any entity that the Company is, or has been within the twelve (12) months prior to Employee’s termination, in the fullest extent deemed reasonable by such courtprocess of soliciting, negotiating with, or otherwise communicating with, for the purpose of providing goods or services.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for (a) For a period of one three (13) year thereafteryears commencing on the Closing Date (the “Restricted Period”), Executive Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly (other than through Buyer or its Subsidiaries), (i) engage in the Restricted Business in the Territory; or (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory; provided, that Parent and its Subsidiaries may (A) own or acquire, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities securities, equity interests or indebtedness of any publicly-Person engaged in the Restricted Business traded corporation on any national securities exchange if Parent is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 10% or more of any outstanding securities, equity interests or indebtedness of such Person, or (B) acquire any business or Person engaged in any Restricted Business if such Restricted Business accounted for less than 15% of such business’ or Person’s consolidated annual revenues during the fiscal year prior to such acquisition being made (or, if earlier, the entry in to the definitive agreement providing for the making of such acquisition). (b) During the Restricted Period, Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, hire for employment or engagement any Transferred Employee; provided that the foregoing restriction shall not apply to (i) a general solicitation which is not directed specifically to any such employees and hiring as a result thereof, (ii) any employee whose employment has been terminated by Buyer or its Subsidiaries (including after the Closing, the Purchased Subsidiary), or (iii) after three (3) months from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, Buyer shall not, and shall not permit any of its Subsidiaries (including after the Closing, the Purchased Subsidiary) to, directly or indirectly, hire for employment or engagement any Person who was an employee of Parent or its Subsidiaries as of immediately prior to the Closing (other business entity. The than the Transferred Employees); provided that the foregoing covenants and agreements restriction shall not apply to (i) a general solicitation which is not directed specifically to any such employees, (ii) any employee whose employment has been terminated by Parent or its Subsidiaries, or (iii) after three (3) months from the date of termination of employment, any employee whose employment has been terminated by the Executive are referred to herein as the “Restrictive Covenantemployee (without any encouragement from Buyer or its Subsidiaries).” The Executive (d) Each Party acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth contained in this Section 6.1, including without limitation the time period of restriction set forth above, 6.07 are fair and reasonable and are reasonably required for the protection of necessary to protect the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered Parties and constitute a material inducement to each Party to enter into this Agreement absent Executive’s agreement to and consummate the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of transactions contemplated by 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 hereinAgreement. In the event that any provision of covenant contained in this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall 6.07 should ever be declared by a court of competent jurisdiction adjudicated to exceed the maximum restrictiveness time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such court deems reasonable covenant, and enforceablesuch covenant shall be deemed reformed, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by in such court shall become and thereafter be jurisdiction to the maximum restrictions time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such regardcovenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and the provisions of the Restrictive Covenant any such invalidity or unenforceability in any jurisdiction shall remain enforceable to the fullest extent deemed reasonable by not invalidate or render unenforceable such courtcovenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 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. The portion of the payments set forth in Section 5.5 that is allocable to the value of the non-compete provisions set forth in this Section 6.1 shall be determined consistent with Section 1.280G-1 Q/A 9, and 40-44 of the Treasury Regulations.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants acknowledges that in the course of his employment with the Company he will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its subsidiaries, affiliates and clients and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during that, for so long as he is employed by the Term of the Executive’s employment hereunder Company and for a period of one two years after the Date of Termination of his employment with the Company (1the “Noncompetition Period”) year thereafter, Executive he shall not, without the express consent of the Board, in any manner, directly or indirectly: (i) own , through any interest inperson, operatefirm, joincorporation or enterprise, control alone or participate as a partnermember of a partnership or as an officer, director, principalstockholder, officer investor or agent ofthe employee of or advisor or consultant to any person, enter into the employment offirm, act as a consultant tocorporation or enterprise or otherwise, engage or be engaged, or perform assist any services for any entity (each a “Competing Entity”) which has material operations which compete with other person, firm, corporation or enterprise in engaging or being engaged, in any business in direct competition with the Company or any of its subsidiaries or affiliates as of the Date of Termination in any geographic area in which the Company or any of its subsidiaries or affiliates is then engaged orconducting such business. (c) Nothing in this Section 7 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company, to the then existing knowledge of the Executive, proposes to engage; or (ii) solicit any customer or client a passive owner of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five two percent (5%) of the combined voting securities of any outstanding publicly-traded common stock of any corporation or other business entity. The foregoing covenants and agreements of so long as the Executive are referred to herein as has no active participation in the “Restrictive Covenantbusiness of such corporation.” The Executive acknowledges that he has carefully read and considered the provisions (d) If, at any time of the Restrictive Covenant andenforcement of this Section 7, having done so, agrees a court or an arbitrator holds that the restrictions set forth in this Section 6.1stated herein are unreasonable under circumstances then existing, including without limitation the time period of restriction set forth aboveparties hereto agree that the maximum period, are fair and scope or geographical area reasonable and are reasonably required under such circumstances shall be substituted for the protection of stated period, scope or area and that the legitimate business court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and economic interests of the Company. area permitted by law. (e) 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 damaged irreparably in the event that any provision of this Section 6.1 relating 7 or Section 9 hereof were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Executive agrees that the Company and its successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Executive agrees that the Executive will submit to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent personal 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 courts of the State of Michigan in any action by the Company to the fullest extent deemed reasonable obtain injunctive or other relief contemplated by such courtthis Section 7.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) Hall acknowledges that as a result of his affiliation with and involvement in the operation of Seller, he is familiar with the trade secrets and other confidential information of Seller and has significantly and uniquely contributed to the development and maintenance of the goodwill of Seller throughout the States of New Mexico, Oklahoma and Texas (the “Territory”). Hall further acknowledges and agrees that during the Term of Business currently operates and is reasonably expected to operate within the ExecutiveTerritory. Accordingly, Hall agrees to the covenants set forth in this Section 4.11 and acknowledges that Purchaser would not have entered into this Agreement but for Hall’s employment hereunder and for agreement to the restrictions set forth in this Section 4.11. (b) For a period of one four (14) year thereafteryears from and after the Closing Date (the “Restricted Period”), Executive Hall shall not, directly or indirectly: (i) own any interest in, own, operate, joinlease, control manage, control, engage in, invest in, lend to, own any debt or participate as a partner, director, principal, officer equity security or agent interest of, enter into the employment ofpermit his name to be used by, act as a consultant director, manager, partner, consultant, or advisor to, or perform any render services for any entity or to (each a “Competing Entity”) which has material operations which compete alone or in association with any business in which the Company Person, including any family member of Hall), or otherwise participate or assist any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (Person other than on behalf of the Company) with respect to Purchaser in any manner in any business that is engaged in which the Company Business anywhere in the Territory (including any business selling the same or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; similar products or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiariesservices); provided, however, that nothing in this Agreement shall prohibit Hall from holding the Executive may, solely as an investment, hold not more Equity Interest or a passive beneficial ownership interest of less than five percent (5%) of the combined voting outstanding publicly traded equity securities of any publicly-traded corporation entity. (c) During the Restricted Period, Hall shall not, directly or indirectly, and shall cause his Affiliates not to, anywhere in the Territory: (i) hire, engage, or solicit (or attempt any of the foregoing) for employment (or engagement as a consultant) any person who (A) was employed (or engaged as a consultant) by Seller during the twelve (12) months prior to Closing, or (B) is or was employed (or engaged as a consultant) by Purchaser or by its Affiliates (in connection with the Business), or encourage or induce or attempt to encourage or induce any such employee or consultant to leave such employment or engagement; provided that the foregoing restriction shall not apply to (x) generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or other similar means which are not specifically targeted at such employees or (y) employees who leave the employment of Purchaser or its Affiliates, whether voluntarily or involuntarily, provided that such cessation of employment was not the result of any encouragement by Hall or any solicitation otherwise prohibited hereby; (ii) encourage or induce or attempt to encourage or induce any Person who is or was within one (1) year prior to Closing a customer, supplier, vendor, licensee, licensor, franchisee, or other business entity. The foregoing covenants and agreements relation of the Executive are referred to herein as any of Seller, Purchaser, or Purchaser’s Affiliates (collectively, the “Restrictive CovenantCompany Parties”) to cease doing business or modify the way it does business with Purchaser or its Affiliates, or in any way interfere with or otherwise affect the relationship between any such customer, supplier, licensee, licensor, franchisee, or business relation and Purchaser or its Affiliates; or (iii) solicit any Company Party for a business competitive with the Business in the Territory (including any business selling the same products or services or products and services functionally equivalent to those sold by Seller).” The Executive (d) Hall acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions covenants contained herein are in addition to those set forth in this Section 6.1, including without limitation any other agreement Hall may enter into with Purchaser and/or its Affiliates and nothing herein is intended to or shall limit 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 Companycovenants contained therein or vice versa. The Executive further Hall acknowledges that the Company covenants contained herein are necessary to protect and preserve the trade secrets and other confidential information and goodwill acquired by Purchaser in connection with the acquisition contemplated by this Agreement and other Transaction Documents. (e) The Parties hereto acknowledge and agree that Purchaser and each of its Affiliates, successors, and assigns would suffer irreparable harm from a Breach of Section 4.8 or this Section 4.11 and that money damages would not have entered into this Agreement absent Executive’s agreement to the foregoingbe an adequate remedy for any such Breach. In Therefore, in the event thata Breach or threatened Breach of Section 4.8 or this Section 4.11, notwithstanding the foregoingPurchaser and its successors and assigns, in addition to other rights and remedies available at Law or in equity, shall be entitled to specific performance, injunctive, and other equitable relief in order to enforce or prevent any Breach of the provisions of this Agreement. The restrictive covenants set forth in Section 6.1 4.8 or this Section 4.11 shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Party against Purchaser, whether predicated upon this Agreement or any parts hereof other Transaction Document or otherwise, shall be held not constitute a defense to the enforcement by Purchaser of any restrictive covenant contained in Section 4.8 or this Section 4.11. Purchaser has fully performed all obligations entitling it to the restrictive covenants set forth in Section 4.8 or this Section 4.11, and such restrictive covenants therefore are not executory or otherwise subject to rejection under Chapter 11 of Title 11 of the United States Code. (f) If the final judgment of a court of competent jurisdiction declares any term or provision of Section 4.8 or this Section 4.11 to be invalid or unenforceable, the remaining provisions Parties agree that the court making the determination of invalidity or parts hereof unenforceability shall nevertheless continue have the power to be reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable as though and that comes closest to expressing the intention of the invalid or unenforceable portions term or parts had not been included hereinprovision, and this Agreement shall be enforceable as so modified to cover the maximum duration, scope or area permitted by Law. In addition, in the event that of an alleged Breach by any provision Party of Section 4.8 or this Section 6.1 relating to 4.11, the time period and/or the area of restriction and/or related aspects Restricted Period shall be declared by a court of competent jurisdiction tolled with respect 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 Party until 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 courtBreach has been duly cured.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 restriction, if any, 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. The portion of the payments set forth in Section 5.4 or 5.5, as applicable, that is allocable to the value of the non-compete provisions set forth in this Section 6.1 shall be determined consistent with Section 1.280G-1 Q/A 9, and 40-44 of the Treasury Regulations.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) Seller and agrees that its subsidiaries shall not, at any time during the Term of the Executive’s employment hereunder and for a period of one three (13) year thereafter, Executive shall notperiod immediately following the Closing Date, directly or indirectly: (i) own any interest in, operateown, joinmanage, control or participate in the ownership, management or control of , any Person primarily engaged in the mobile advertising network, except as a partnerexplicitly contemplated under this Agreement, director, principal, officer or agent of, enter into in the employment of, act geographic regions where the Business is conducted as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiariesClosing Date; provided, however, that the Executive may, solely as an investment, hold not ownership of securities representing no more than five percent (5%) of the combined outstanding voting securities power of any publicly-traded corporation competitor, developer, publisher 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 customer of the Company. The Executive further acknowledges , which securities are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a breach of this provision so long as the Person owning such securities has no other material connection or relationship with such competitor, developer, publisher or customer; and provided, further, that the Company would business of the Seller’s subsidiaries as conducted by Seller’s subsidiaries as of the Closing Date shall not have entered into be deemed a violation of this Agreement absent Executive’s agreement to Section 6.03(a). (b) Seller further agrees that for a period of three (3) years after the foregoing. In the event thatClosing Date, notwithstanding the foregoingit shall not, and shall not permit any of its subsidiaries to, directly or indirectly, for Seller’s benefit, or for the benefit of any other Person, solicit the employment or services of, hire, or retain any person who as of the Closing Date was employed by the Company as an employee or consultant. (c) It is the desire and intent of the parties that the provisions of this Section 6.1 or any parts hereof 6.03 shall be held enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 6.03 shall be adjudicated to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to unenforceable but would be valid and enforceable if part of the wording of the restriction is deleted or any time period is shortened, such restriction shall apply with such modifications as though is necessary to make it valid and enforceable. (d) The parties recognize that the invalid or unenforceable portions or parts had not been included herein. In performance of the obligations under this Section 6.03 by Seller are special, unique and extraordinary in character, and that in the event that any provision of the breach by Seller of the terms and conditions of this Section 6.1 relating to 6.03 the time period and/or the area of restriction and/or related aspects Purchaser Parties shall be declared entitled, if so elected, to obtain damages for any breach of this Section 6.03, or seek to enforce the specific performance thereof by a court Seller, or to enjoin Seller from performing services for any Person. For the avoidance of competent jurisdiction to exceed doubt, nothing in this Section 6.03 shall bind the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area shareholders of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regardSeller, and only those shareholders of Seller who enter into an employment and non-competition agreement with the provisions Company pursuant to this Agreement are so bound in accordance with the terms of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtshareholder’s agreement.

Non-Competition; Non-Solicitation. The (a) In view of the unique and valuable services it is expected that Executive hereby covenants will render to the Company, his knowledge of its trade secrets, and agrees that other proprietary information relating to the business of the Company and in consideration of the compensation to be received hereunder, Executive will not, during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafterEmployment Term, Executive shall notengage in, or otherwise directly or indirectly: (i) own any interest in, operatebe employed by, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant or lender to, or, without the prior written approval of the Board, be a director, officer, owner, or perform partner of, any services for any entity (each a “Competing Entity”) which has material operations which compete with other business or organization that is engaged in the same field of research and development as is the Company. Nothing herein shall be deemed to preclude Executive from being an officer, director, owner, investor in, or partner of, any business or organization which is not competing with the Company, provided the same does not in which any manner whatsoever impair Executive ability to perform your duties under this Agreement. (b) During the Employment Term Executive will not directly or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from the Company any of its suppliers, customers, or employees. (c) During the Employment Term, Executive shall not directly or indirectly make any statements about the Company or any of its subsidiaries employees, directors or products to any other person or entity that will or may have the effect of disparaging the Company, or which is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf may be derogatory of the Company. (d) 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 Since a breach of the provisions of this Section 6.1 or any parts hereof 9 could not adequately be compensated by money damages, the Company shall be held entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be invalid or unenforceablerequired in connection therewith, and you hereby consent to the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though issuance of such injunction. You agree that the invalid or unenforceable portions or parts had not been included herein. In the event that any provision provi­sions of this Section 6.1 relating 9 are necessary and reasonable to protect the time period and/or Company in the area conduct of its business. If any restriction and/or related aspects contained in this Section 9 shall be declared deemed to be invalid, illegal, or unenforceable by a reason of the extent, duration, or geographical scope thereof, or otherwise, then the court of competent jurisdiction making such determination shall have the right to exceed the maximum restrictiveness reduce such court deems reasonable and enforceableextent, 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 regardduration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the provisions manner contemplated hereby. This Section 9 shall survive the termination of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtthis Agreement.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants and Seller agrees that during it and its Affiliates controlled by the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive Seller shall not, directly or indirectly: (i) own , whether for themselves or for any interest inother Person, operate, join, control or participate and whether as a proprietor, principal, shareholders, partner, agent, director, principalofficer, officer employee, member, manager, consultant, independent contractor or agent ofin any other capacity whatsoever, enter into undertake or have any interest in an entity that engages in the employment of, act as a consultant to, or perform writing of private mortgage insurance anywhere in the United States (“Competitive Activities”); provided that such restriction shall not apply to owning any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any interest of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more less than five percent (5%) in any publicly traded company. (b) The Seller agrees that for a period commencing on the Closing Date and ending on the seventh (7th) anniversary of the combined voting securities Closing Date it will not, directly or indirectly, (i) hire or employ any of its or the Purchased Subsidiary's (or any publicly-traded corporation Subsidiary thereof) former employees, former consultants or other business entity. The foregoing covenants and agreements former independent contractors hired or engaged as a consultant by the Buyer prior to or after the date hereof, (ii) solicit, induce or attempt to induce any former employee, former consultant or former independent contractor hired by the Buyer to leave the employment of the Executive are referred Buyer or its Affiliates or (iii) in any way interfere with, disrupt or attempt to herein as disrupt any then existing relationship between the “Restrictive CovenantBuyer or its Affiliates and any former employee, former consultant or former independent contractor hired by the Buyer; unless, in the case of clauses (i) and (ii) above, the employment of such former employee, former consultant or former independent contractor has been terminated by the Buyer.” The Executive acknowledges that he has carefully read and considered the provisions (c) In recognition of the Restrictive Covenant andbusiness objectives of the parties hereto in entering into this Agreement and the transactions contemplated hereby and the consideration paid therefor, having done sothe Buyer, agrees on the one hand, and the Seller, on the other hand, each acknowledge and agree that (i) the restrictions set forth in this Section 6.1foregoing non-competition, including without limitation the time period of restriction set forth above, are fair non-solicitation and reasonable and are reasonably required for the protection of non-hire provisions do not impose a greater restraint than is necessary to protect the legitimate business and economic interests of the Company. The Executive further acknowledges that other parties hereto, (ii) are reasonable under the Company circumstances and (iii) the parties hereto would not have entered into be willing to consummate the transactions contemplated by this Agreement absent Executive’s agreement to without each of them entering into the foregoingrestrictive covenants set forth herein. In the event thatIf, notwithstanding the foregoingat any time, any of the provisions of this Section 6.1 or any parts hereof 5.9 shall be held determined to be invalid or unenforceableunenforceable by reason of being vague or unreasonable as to duration, the remaining provisions geographic area or parts hereof scope, this Section 5.9 shall nevertheless continue be considered divisible and shall be deemed amended to only such duration, geographic area or scope as shall be determined 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 the court shall become and thereafter be or other body having jurisdiction. (d) Notwithstanding anything to the maximum restrictions contrary contained in such regardthis Section 5.9, and the provisions of this Section 5.9 shall not apply to any stockholder or officer of the Restrictive Covenant shall remain enforceable Seller or any of its Affiliates (subject to any agreement directly between the fullest extent deemed reasonable by Buyer and such courtstockholder or officer of the Seller).

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged orGroup shall be entrusting Employee, to in Employee’s unique and special capacity, with developing the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client goodwill of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any business Group, and 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 consideration thereof and in consideration of the Company or any of its subsidiaries providing Employee with access to leave the employ of Confidential Information and as an express incentive for the Company or any of its subsidiaries; providedto enter into this Agreement and employ Employee, that Employee has voluntarily agreed to the Executive may, solely as an investment, hold 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 9. Employee further agrees 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 limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and not oppressive, shall not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and substantial and legitimate business interests. (b) Employee agrees that, during the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or loaning money to, or selling or leasing equipment or real estate to or otherwise being affiliated with any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group; (ii) appropriate any Business Opportunity of, or relating to, the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. (c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 8 and in this Section 9, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not have entered into this Agreement absent Executiveafford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s agreement or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the foregoing. In Company and each other member of the event thatCompany Group at law and equity. (d) The covenants in this Section 9, notwithstanding and each provision and portion hereof, are severable and separate, and the foregoing, unenforceability of any of specific covenant (or portion thereof) shall not affect the provisions of this Section 6.1 any other covenant (or any parts hereof shall be held to be invalid or unenforceableportion thereof). Moreover, 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 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 arbitrator or court of competent jurisdiction to exceed shall determine that the maximum restrictiveness such court deems reasonable and enforceablescope, time or territorial restrictions set forth are unreasonable, then it is 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 intention of the Restrictive Covenant shall remain enforceable parties that such restrictions be enforced to the fullest extent deemed reasonable by which such courtarbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (e) For purposes of this Section 9, the following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The Executive hereby covenants acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliated companies, and agrees that during to protect the Term of Company’s confidential information it is necessary to enter into restrictive covenants as follows: (a) During the Executive’s employment hereunder Employment Period and for a period of one year following the date Executive ceases to be employed by the Company (1) year thereafterthe “Restricted Period”), Executive shall not, directly not accept employment with or indirectly: (i) own render services to any interest in, operate, join, control or participate Unauthorized Competitor as a partner, director, principalofficer, officer agent, employee, independent contractor or agent ofconsultant. In order to protect the Company’s good will and other legitimate business interests, enter into provide greater flexibility to Executive in obtaining other employment and to provide both parties with greater certainty as to their obligations hereunder, the parties agree that Executive shall not be prohibited from accepting employment ofanywhere in the world with any company or other enterprise except an Unauthorized Competitor. For purposes of this Agreement, act as a consultant toan “Unauthorized Competitor” means Schlumberger Limited, Halliburton Company and Xxxxx Xxxxxx Inc., including any and all of their parents, subsidiaries, affiliates, joint ventures, divisions, successors, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which assigns. Notwithstanding the Company or any of its subsidiaries is then engaged orforegoing, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publiclynon-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 competition restrictions set forth in this Section 6.111(a) shall not apply if the Executive terminates employment for any reason within one year following a Change of Control. Additionally, including without limitation if Executive voluntarily terminates employment other than for Good Reason, the time period of restriction non-competition restrictions 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 in this Section 11(a) shall apply only if (i) the Company would not have entered into this Agreement absent Executive’s agreement notifies the Executive of its intent to the foregoing. In the event that, notwithstanding the foregoing, any of enforce the provisions of this Section 6.1 11(a) within 15 days following the Executive’s Separation From Service and (ii) the Company pays the Executive a lump sum amount on the date that is 30 days following the date of the Executive’s Separation From Service (if the Executive is not a Specified Employee on the date of such Separation From Service), or any parts hereof shall be held to be invalid or unenforceableon the date that is six months following the Executive’s Separation From Service (if the Executive is a Specified Employee on the date of such Separation From Service) with the Interest Amount credited thereon, 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 equal to the time period and/or sum of (x) the area of restriction and/or related aspects shall be declared Annual Base Salary received 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 Executive as of the Restrictive Covenant shall remain enforceable to Date of Termination and (y) the fullest extent deemed reasonable by such courtExecutive’s target Annual Bonus for the fiscal year during which the termination occurs.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that during the Term Employee will be an executive of the ExecutiveCompany and the Company Group will be entrusting Employee, in Employee’s employment hereunder unique and special capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for a period the Company to enter into this Agreement and employ Employee, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, will not cause Employee undue hardship, and are material and substantial parts of one this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s trade secrets and other Confidential Information, goodwill and legitimate business interests. (1b) year thereafterDuring the Prohibited Period, Executive Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (iA) own owning, managing, operating, being an officer, director or executive of, or lending to a business that competes with any interest inmember of the Company Group in the Market Area, operateor (B) joining, join, control or participate as a partnerbecoming an officer, director, principal, officer employee or agent consultant of, enter into the employment of, act as a consultant or loaning money to, or perform selling or leasing equipment or real estate to or otherwise being affiliated with, any services person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group, in each case (with respect to this clause (B)) in any capacity in which Employee’s duties are the same or similar to those performed for any entity (each a “Competing Entity”) which has material operations which compete with any business in which member of the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; Group); (ii) solicit appropriate any Business Opportunity of, or relating to, the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or induce any customer or client supplier of any member of the Company Group to cease or any of its subsidiaries (other than on behalf of the Company) lessen such customer’s or supplier’s business with respect to any business in which the Company Group; or (iv) solicit, canvass, approach, encourage, entice 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 or contractor of the Company Group to terminate his, her or its employment or engagement with any of its subsidiaries to leave the employ member of the Company Group. (c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) other member of the combined voting securities Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. (d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any publicly-traded corporation specific covenant (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 portion thereof) shall not affect the provisions of the Restrictive Covenant andany other covenant (or portion thereof). Moreover, 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 arbitrator 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 shall determine that the maximum restrictiveness such court deems reasonable and enforceablescope, time or territorial restrictions set forth are unreasonable, then it is 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 intention of the Restrictive Covenant shall remain enforceable parties that such restrictions be enforced to the fullest extent deemed reasonable by which such courtarbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (e) The following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for (a) For a period of one (1) year thereafterfive years from and after the Closing Date, Executive Holdings and Seller shall not, and shall cause their Subsidiaries not to, anywhere in the world, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in designing, developing, marketing and/or selling products used in the automotive sector that are substantially equivalent to, or that compete with, the products that are the subject of the Business as currently conducted, (excluding any component parts, services or Software), (a “Restricted Business”); provided, however, that the restrictions contained in this Section 6.6(a) shall not restrict the acquisition by Holdings or Seller, directly or indirectly, of (i) an aggregate of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or (ii) any Person or business engaged in a Restricted Business if at the time of such acquisition such Restricted Business generated 20% or less of such Person’s or business’ total revenues in the 12 month period immediately preceding the date of such acquisition. The Parties specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. (b) For a period of three years from and after the Closing Date, Holdings and Seller shall not, and Seller shall cause their Affiliates not to, anywhere in the world directly or indirectly: (i) own cause, solicit, induce or encourage any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the Company Employee to leave such employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company Purchaser or any of its subsidiaries is then engaged orAffiliates or hire, to the then existing knowledge of the Executive, proposes to engage; employ or otherwise engage any Company Employee or (ii) solicit cause, induce or encourage any customer client, customer, supplier or client licensor of the Company or the Business (including any of its subsidiaries (other than on behalf existing or former customer of the CompanyCompany or the Business) or any other Person who has a material business relationship with respect to any business in which the Company or the Business, to terminate or modify any such relationship. Notwithstanding the foregoing, Seller shall be permitted (A) to hire any Company Employee who works for or supports the operation of the Business from and after the 180th day such Company Employee ceases to be employed by Purchaser or any of its subsidiaries is then engaged orAffiliates, (B) to conduct any general solicitations in a newspaper, trade publication or other periodical or web posting not specifically targeted at any Company Employee, and (C) to participate in job fairs, career fairs or similar recruiting events. (c) The covenants and undertakings contained in this Section 6.6 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.6 will cause irreparable injury to the then existing knowledge parties, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, Purchaser will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the Executiveevent of any breach or threatened breach of this Section 6.6, proposes without the need to engage; post bond or (iii) induce prove actual damages. The rights and remedies provided by this Section 6.6 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or encourage at law or in equity. Purchaser’s ability to enforce its rights under this Section 6.6 or applicable law against Holdings or Seller shall not be impaired in any employee way by the existence of a claim or cause of action on the Company part of Holdings or Seller based on, or arising out of, this Agreement or any of its subsidiaries to leave the employ of the Company other event or any of its subsidiaries; provided, transaction. (d) The parties agree that the Executive may, solely as an investment, hold 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 this Section 6.6 are reasonable with respect to the Restrictive Covenant andspecified time periods, having done sospecified geographical areas, agrees specified business limitation, and in all other respects. The parties agree that it is their intention that the restrictions set forth in provisions of this Section 6.1, including without limitation 6.6 be enforced in accordance with their terms to the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection maximum extent permitted by law. Each of the legitimate business provisions of this Section 6.6 shall be considered and economic interests construed as a separate and independent covenant. Should any part or provision 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 6.6 be held to be invalid invalid, void, or unenforceable, the remaining provisions such invalidity, voidness, or parts hereof unenforceability shall nevertheless continue to be valid and enforceable as though the invalid not render invalid, void, or unenforceable portions any other part or parts had not been included herein. In the event that any provision of this Section 6.1 relating to Agreement or the time period and/or the area of restriction and/or related aspects shall be declared by a provision in question. The parties hereto agree that, if any court of competent jurisdiction to exceed determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 6.6 is unreasonable, arbitrary or against public policy, then 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 substitute for the provision in question a lesser period of time, geographical area, business limitation or other relevant feature that is determined to be reasonable, not arbitrary and thereafter be the maximum restrictions in such regardnot against public policy, and the court shall enforce such modified provision against the applicable party. For the avoidance of doubt, the provisions of this Section 6.6 shall not apply to any future acquirer of all of the Restrictive Covenant shall remain enforceable to stock or all or substantially all of the fullest extent deemed reasonable by such courtassets of Holdings.

Non-Competition; Non-Solicitation. The Executive Employee hereby covenants and agrees that during the Term of the Executive’s employment hereunder this Agreement and for a period of one (1) year thereafter, Executive Employee shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the ExecutiveEmployee, proposes to engage; (ii) solicit any customer or client of the Company 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 ExecutiveEmployee, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive Employee may, solely as an investment, hold 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 Employee are referred to herein as the “Restrictive Covenant.” The Executive Employee 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 6.15.1, 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 Employee further acknowledges that the Company would not have entered into this Agreement absent ExecutiveEmployee’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 5.1 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 5.1 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; Non-Solicitation. The Executive hereby covenants and agrees that during the Term term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, of act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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 engageengaged; (ii) solicit any customer or client of the Company 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 (other than on behalf of the Executive, proposes to engageCompany); or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiariesCompany; provided, that the Executive may, solely as an investment, hold 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 or agreed to grant Executive the options to purchase shares of the Company stock under Section 4.6. herein absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 6.1. or any parts hereof shall be held beheld 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 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; Non-Solicitation. (a) The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and Seller Parties undertake to Buyer that, for a period of one three (13) year thereafteryears after the Closing Date, Executive shall not, none of the Seller Parties or any of their Affiliates shall: (i) directly or indirectly: (i) own any interest , own, invest in, operate, join, control manage or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with operate any business in which that competes with the Company input method or any of its subsidiaries is then engaged or, to the then existing knowledge general search business of the Executive, proposes to engageGroup Companies; or (ii) employ, hire or solicit the performance of services by any customer or client existing employee of any Group Company, provided that this Section 4.03(a)(ii) shall not restrict any general solicitation of employment not targeted specifically at the employees of the Company or Group Companies. (b) If 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 provision contained in this Section 6.1is for any reason held invalid, including without limitation illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection intention of the legitimate business and economic interests of the Company. The Executive further acknowledges parties that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, if any of the provisions of this Section 6.1 restrictions or any parts hereof shall be covenants contained herein is held to be invalid cover a geographic area or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void 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 no effect, but to the time period and/or the area of restriction and/or related aspects shall extent such provision would be declared by valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section to exceed provide for a covenant having the maximum restrictiveness such court deems reasonable and enforceableenforceable geographic area, the time period and/or area of restriction and/or related aspects deemed reasonable and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable Law. The Seller Parties acknowledge that Buyer would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to compensate Buyer for any such court breach. The Seller Parties agree that Buyer shall become and thereafter be entitled to injunctive relief requiring specific performance by the maximum restrictions in such regardSeller Parties of this Section, and the provisions of the Restrictive Covenant shall remain enforceable Seller Parties consent to the fullest extent deemed reasonable by such courtentry thereof.

Non-Competition; Non-Solicitation. For the purposes of this Section 8, the term “Company” shall mean and include the Company and all of its Subsidiaries. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company, as well as the fact that the skills and knowledge of the Company’s workforce constitute trade secrets and confidential information. The Executive hereby covenants and agrees that during (a) the Term covenants contained in Section 8 and 9 are reasonable under the circumstances (i.e., in connection with the disposition to the Company of 100% of the Contributed Business (as defined in the Formation Agreement) and to MSG Member of the Purchased Interest (as defined in the Formation Agreement)), (b) the Executive and the Company intend for the covenants contained herein to constitute a valid and enforceable agreement under law entered into in connection with the Executive’s employment hereunder disposition of the Contributed Business and for the Purchased Interest, including all of the goodwill the Executive created in the Contributed Business, and (c) the Executive will not contest the validity or unenforceability of Sections 8 and 9 during the Restricted Period. The term of the Restricted Period was determined by the parties to be reasonable based on the nature of the current and prospective businesses of the Company. Executive acknowledges that he has consulted with counsel of his choosing regarding this Section 8 and understands that complying with this Section 8 limits Executive’s ability to earn a period livelihood in a Competitive Business during the Restricted Period. In light of one (1) year thereafterthe foregoing, Executive shall accordingly agrees, as a condition of employment and as a condition to the parties entering into the Transactions, to the following non-competition and non-solicitation provisions: a. During the Restricted Period, Executive will not, directly or indirectly (including through any Affiliate or Related Person (as defined in the Formation Agreement) of Executive) whether in any of the 58 counties of the State of California, or in any state or county in the United States or any other foreign country or jurisdiction in which the Company does business, do, or directly or indirectly aid any Person to do, any of the following, without the prior written consent of MSG Member, except on behalf of the Company in connection with Executive’s employment hereunder: (i) subject to Section 2.5(c) of the LLC Agreement (and limited solely to the activity described therein) engage in a Competitive Business or any aspect of a Competitive Business, have any interest or involvement (whether as agent, employee, consultant, advisor, creditor, lender, proprietor, partner, stockholder, officer, director, member, manager or other type of principal) in, participate, assist or render any services or give advice to, whether for compensation or not, any Person, other than the Company, which is engaged in or becomes engaged in a Competitive Business; (ii) except as necessary for the conduct of the affairs of the Company in the ordinary course of business consistent with past practices or as necessary to comply with any applicable law, rule, regulation, court order or other governmental mandate or investigation disclose, directly or indirectly, to any Person the names of past or present business partners of the Company or the material terms of any Contract, or any trade secrets or confidential information of the Company; or (iii) encourage, advise or assist any Person to enter into any business relationship with, or use the services of, a Competitive Business; or (iv) directly or indirectly, call upon, solicit, advise, sign, hire, interfere with, or otherwise do or conduct, or attempt to do or conduct, business with any Person who or which has (or has had within the prior 24 months) a business relationship with the Company, or take away or interfere or attempt to interfere with any business custom, business trade, or business patronage of the Company. b. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as a passive investment (with no personal involvement of Executive in the business), securities of any Person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such Person and (B) does not, directly or indirectly: , own five percent (5%) or more of any class of securities of such Person. c. During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 (other than Xxxxx Xxxxxxx and Executive’s secretarial assistants) to leave the employ employment of the Company; (ii) hire any individual (other than Xxxxx Xxxxxxx and Executive’s secretarial assistants) who was employed by, or worked as a consultant for, the Company as of the date of Executive’s termination of employment with the Company, or who left the employment of the Company coincident with, or any within sixty (60) days prior to or after, the termination of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 Executive’s employment with the Company. The Executive further acknowledges that ; or (iii) solicit or encourage to cease to work with the Company would not have entered into this Agreement absent Executive’s agreement to any consultant then having a relationship with 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 courtCompany.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder (a) Commencing on and for a period of one three (13) year thereafteryears following the Closing Date, Executive Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly: , develop, manufacture, market or sell Products or perform the Services (the “Prohibited Activities”). For the avoidance of doubt, Prohibited Activities do not include, and Seller and its Subsidiaries may engage in, the development, manufacture, marketing and sale of components of Product (but not Product itself) and nothing shall prohibit Howden, a Subsidiary of Seller, from (x) engaging in the development, manufacturing, marketing and sale of screw compressors for gas compression applications or the sale of auxiliary systems which contain the Product or (y) performing the Services in the ordinary course of business consistent with past practice; provided, further, that the parties agree that nothing herein shall prohibit Seller and its Subsidiaries from: (i) own acquiring or investing in any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant toPerson, or perform any services for any entity the assets thereof, if less than ten percent (each a “Competing Entity”10%) which has material operations which compete with any business in which of the Company gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are related to or were derived from any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; Prohibited Activities; (ii) solicit acquiring or investing in any customer Person, or client the assets thereof, if ten percent (10%) or more than ten percent (10%) of the Company gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are related to or were derived from 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 to leave the employ of the Company or any of its subsidiariesProhibited Activities; provided, that within one year of such acquisition, Seller or its Subsidiaries enter into a definitive agreement to divest themselves of all or substantially all of the Executive may, solely assets or operations so acquired that are engaged in any of the Prohibited Activities (and use reasonable best efforts to consummate such transaction as an investment, hold soon as reasonably practicable thereafter); (iii) acquiring or investing in securities representing not more than five percent (5%) of the combined outstanding voting securities power of any publicly-traded corporation Person; or (iv) acquiring or other business entity. The foregoing covenants investing in any equity interest in any Person through any employee benefit plan of Seller or its Subsidiaries. (b) Commencing on and agreements for a period of two (2) years following the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly, solicit for employment (whether as an employee, consultant or otherwise), offer to hire, hire or enter into any employment or consulting agreement or arrangement with any Transferred Employee or employee, contractor, subcontractor, consultant or sales representative of the Executive FH Business; provided, that this prohibition shall not apply to (i) solicitation of any such individual who has been terminated by Buyer or its Affiliates more than six (6) months prior to such time, (ii) solicitations made to the public or the industry generally through advertising or electronic listing which are referred not targeted at employees of Buyer or any of its Subsidiaries or (iii) hirings of persons either (A) in connection with solicitations permitted under clause (i) or (ii) or (B) who independently approach such party and, in each of subclauses (A) and (B), whom were not otherwise solicited in breach of this Section 5.13(b). (c) The parties agree that, notwithstanding anything to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered contrary herein, the provisions of Section 5.13(a) and Section 5.13(b) shall not prohibit (i) Seller or any of its Subsidiaries from performing under any Contract or owning or operating any other Asset that constitutes an FH Asset which is not transferred, conveyed or assigned to Buyer or one of its Subsidiaries as of the Restrictive Covenant and, having done so, agrees that Closing Date or (ii) Seller or any of its Subsidiaries from performing its obligations under this Agreement or the restrictions set forth Transition Services Agreement. (d) The following terms used in this Section 6.1, including without limitation Agreement shall have 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.following meanings:

Non-Competition; Non-Solicitation. The Executive hereby Each Individual Shareholder acknowledges that the covenants and agrees agreements of such Individual Shareholder in this Section 13 are a condition precedent to PHI's obligations to acquire the Company Stock from the Shareholders and to such Shareholder's right to receive the payment therefor, and that during PHI would not purchase the Term of Company Stock and the Executive’s employment hereunder payment therefor would not be made but for such Shareholder's and for a period of one (1) year thereafterPHI's agreements herein. Each Individual Shareholder, Executive shall notthe Company and PHI acknowledge that the Company will sell analytical services to customers located in markets in any territory, directly domain or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business sector in which the Company or conducts its business at the Termination Date referred to below (the "COVERED TERRITORY") and that engagement by such Individual Shareholder in any of its subsidiaries is then engaged or, to the then existing knowledge part of the ExecutiveDesignated Industry (as hereinafter defined) in the Covered Territory could cause the Company or its affiliates irreparable damage. For a period (the "RESTRICTED PERIOD") beginning on the date hereof and ending on the eighteen-month anniversary of the termination of such Shareholder's employment with the Company or its affiliates, proposes such Shareholder will not (a) engage directly or indirectly in competition with the Company in any part of the Designated Industry anywhere in the world, alone or as a shareholder, equity owner, partner, officer, director, employee or consultant of any other business organization, (b) divert to engage; (ii) solicit any competitor of the Company any customer or client supplier of the Company nor (c) solicit, or arrange to have any other person or entity solicit, any person or entity engaged by the Company as an employee, any customer, any supplier, or any of its subsidiaries (other than on behalf of consultant or advisor to the Company to terminate such party's relationship with 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold . The foregoing restriction shall not more than prevent each individual Shareholder from owning five percent (5%) or less of the combined voting equity securities of any publicly-publicly traded corporation company. For purposes of this Section 13, the term "DESIGNATED INDUSTRY" shall mean the business of providing commercial analytical services for outside customers in competition with the Company or other business entitythe Xxxxx Affiliates on the Closing date or at the time of termination of employment. 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 parties agree that the restrictions set forth foregoing shall in this Section 6.1, including without limitation the no event be interpreted so as to prevent an Individual Shareholder from being employed or otherwise engaged by a company which operates an analytical laboratory so long as such company's analytic services are rendered for its own use and not provided for commercial sale. If at any 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 Xxxxxxx 00 xxxxx xx determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 13 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the remaining provisions court or parts hereof other body having jurisdiction over the matter; and each Shareholder agrees that this Section 13 as so amended shall nevertheless continue to be valid and enforceable binding as though the any invalid or unenforceable portions or parts provision 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; Non-Solicitation. The Executive hereby and the Company agree to the non-competition and non-solicitation provisions of this Article VI in consideration for the Confidential Information provided by the Company to Executive pursuant to Article III of this Agreement, to protect the trade secrets and confidential information of the Company or its affiliates disclosed or entrusted to Executive by the Company or its affiliates or created or developed by Executive for the Company or its affiliates, to protect the business goodwill of the Company or its affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its affiliates and as an additional incentive for the Company to enter into this Agreement. (a) Subject to the exceptions set forth in Section 6.2(b) below, Executive expressly covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one Prohibited Period (1%3) year thereafter, Executive shall notwill refrain from carrying on or engaging in, directly or indirectly: , any Competing Business in the Restricted Area and (i%3) own any interest inExecutive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or loan money to, sell or lease equipment or property to, or otherwise be affiliated with any business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the Restricted Area, as Executive expressly agrees that each of the foregoing activities would represent carrying on or engaging in a partnerCompetitive Business, directoras prohibited by this Section 6.2(a). (b) Notwithstanding the restrictions contained in Section 6.2(a), principalExecutive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, officer if such stock is listed on a national securities exchange or agent ofregularly traded in the over-the-counter market by a member of a national securities exchange, enter into without violating the provisions of Section 6.2(a), provided that neither Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (%3) engage or employ, or solicit or contact with a view to the engagement or employment of, act as a consultant to, or perform recommend or refer to any services for any person or entity (each a “Competing Entity”) which has material operations which compete with any business in which other than the Company or any one of its subsidiaries affiliates) for engagement or employment any person who is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer an officer or client of the Company 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 affiliates or (%3) canvass, solicit, approach or entice away or cause to leave the employ of be canvassed, solicited, approached or enticed away from the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities affiliates any person or entity who or which is a customer of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of such entities during the period during which 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 is employed by the Company. . (d) The Executive further acknowledges restrictions contained in Section 6.2 shall not apply to any product or service that the Company would not have entered into this Agreement absent provided during Executive’s agreement to employment but that the foregoingCompany no longer provides at the Date of Termination. In the event thatFurther, notwithstanding the foregoing, any of the other provisions of this Section 6.1 or any parts hereof 6.2, within the State of Oklahoma, the restrictions of Sections 6.2(a) and 6.2(c)(ii) shall be held limited to be invalid preventing Executive from directly soliciting the sale of goods, services or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid a combination of goods and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that services from 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 established customer of the Restrictive Covenant shall remain enforceable to Company, as may exist from time-to-time. (e) Before accepting employment with any other person or entity while employed by the fullest extent deemed reasonable by Company or during the Prohibited Period, Executive will inform such courtperson or entity of the restrictions contained in this Article VI.

Non-Competition; Non-Solicitation. The (i) Executive hereby covenants acknowledges and recognizes the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industry. In consideration of the payment by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during the Term of the (i) Executive’s employment hereunder with the Company and (ii) six (6) months thereafter (the “Covered Time”), if Company terminates for a period of one (1) year thereaftercause or Executive terminates employment with the Company, Executive shall not, directly or indirectly: , engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business, provided that the provisions of this Section 6(b) will not be deemed breached merely because Executive owns less than 1% of the outstanding common stock of a publicly-traded company, and nothing in this Agreement is intended to, or shall be interpreted in any way that, conflicts with any ethical obligation that Executive may have as an attorney admitted to the bar of any court or under the New York Rules of Professional Conduct, including but not limited to Rules 1.6(a), 1.9(c) and 5.b(a), or expand the confidentiality duty of such provisions. For purposes of this Agreement, “Competing Business” shall mean (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged currently engaged, or, to the then existing knowledge of extent that Executive is materially involved in such business, the Executive, proposes to engage; (ii) solicit any customer or client of the Company 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 Company’s affiliates are then engaged oranywhere in the world. For purposes of this Agreement, to the then existing knowledge as of the Executivedate of this Agreement, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave (i) is actively engaged in the employ of the Company or any of its subsidiaries; provided, biodefense sector that the Executive may, solely as an investment, hold not more than five percent is focused on smallpox therapeutics and (5%ii) of the combined voting securities of any publiclyis carrying out a government development contract on pre-traded corporation or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenantclinical Dengue compounds.” 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; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafterIn his capacity as an employee, Executive shall nothas met with and will continue to meet with the Intrepid Parties' current or prospective customers, directly suppliers, partners, licensees or indirectly: other business relations (icollectively, "Business Relations") own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the CompanyIntrepid Parties, and, as a consequence of using or associating himself with the Intrepid Parties' name, goodwill, and professional reputation, Executive has been placed in a position where he can develop personal and professional relationships with the Intrepid Parties' current and prospective customers. In addition, during the course and as a result of Executive's employment, Executive has been or may be provided certain specialized training or know-how. Executive acknowledges that this goodwill and reputation, as well as Executive's knowledge of Confidential Information and specialized training and know-how, could be used unfairly in competition against the Intrepid Parties. Accordingly, in consideration of the employment of Executive by the Company pursuant to this Amended Agreement, Executive agrees that: (i) during the time period commencing on the date hereof and terminating on the Non-Competition/Non-Solicitation End Date (as defined below), Executive shall not directly or indirectly, individually or collectively in conjunction with others, engage in activities that compete with the businesses that the Intrepid Parties are then engaged in (or, with respect to any business in which periods on and after the Company or any of its subsidiaries is then engaged or, to the then existing knowledge end of the Term, are engaged in at the time of the termination of Executive's employment) in whatever geographic regions the Intrepid Parties then engage in such businesses; or (ii) during the time period commencing on the date hereof and terminating on the Non-Competition/Non-Solicitation End Date (as defined below), proposes Executive shall not directly or indirectly through another entity or person (i) induce or attempt to engage; induce any employee of the Intrepid Parties to leave the employ of the Intrepid Parties, (ii) hire any person who was employed by the Intrepid Parties at any time during the one-year period immediately preceding the termination of Executive's employment with the Intrepid Parties, or (iii) induce or encourage attempt to induce any employee current or prospective Business Relation of the Company or Intrepid Parties (including, without limitation, any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, business entity that the Executive mayIntrepid Parties have contacted in order to make a proposal to enter into a business relationship) to withdraw, solely as an investmentcurtail or cease doing business with the Intrepid Parties. For purposes of this Amended Agreement, hold not more than five percent (5%) of the combined voting securities of any publicly"Non-traded corporation or other business entityCompetition/Non-Solicitation End Date" shall mean the date that is 24 months from the date this Amended Agreement is terminated. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that as an executive of a publicly traded company he falls within the exception to C.R.S 8-2-113(2)(d), which exempts executive and management personnel and officers from the prohibitions of non-compete provisions. Executive agrees that, during the period for which Executive has carefully read and considered the provisions continuing obligations under this paragraph 6(a), he shall inform any new employer or other person or entity with whom Executive enters into a business relationship, before accepting employment or entering into such business relationship, 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 existence of this Section 6.1 Amended Agreement and shall give the employer, person 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 other entity a copy 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 courtparagraph 6(a).

Non-Competition; Non-Solicitation. (a) The Executive Seller hereby covenants acknowledges that the Seller is familiar with the Business’ trade secrets and with other Confidential Information. The Seller further acknowledges and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 6.8 are a material inducement to 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 Buyer to enter into this Agreement absent Executive’s agreement and to perform its obligations hereunder, and that the Buyer and its Affiliates would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if the Seller breached the provisions of this Section 6.8. Therefore, during the period from the Closing Date through the three (3) year anniversary of the Closing Date (the “Restricted Period”), the Seller shall not, and shall cause its Affiliates not to, (i) engage, directly or indirectly (whether as shareholder, partner, joint venturer, financing source or consultant in any capacity whatsoever), anywhere in the world, in any business that competes directly with the Business (a “Restricted Business”). (b) Notwithstanding anything in Section 6.8(a) to the foregoingcontrary, (i) no Affiliate of the Seller will be prohibited from engaging in any business currently conducted by such Affiliate or any natural extensions thereof, including (for the avoidance of doubt) the continued sale and/or distribution by such Affiliate of any products or product lines currently sold or distributed by such Affiliate or any natural extensions thereof; (ii) the acquisition (by asset purchase, stock purchase, merger, consolidation or otherwise) by the Seller or any of its Affiliates of the stock, business or assets of any Person that at the time of such acquisition is engaged in a Restricted Business, and the continuation of such Restricted Business following such acquisition, will not be prohibited hereunder if such activities do not constitute the principal activities of the Person or business acquired (based on the sales of such business during the preceding four (4) full calendar quarters); provided that if the Restricted Business constitutes in excess of the lesser of (A) forty percent (40%) of the revenues of the Person or business acquired or (B) revenues in excess of twenty five million dollars ($25,000,000) of the Person or business acquired (in each case based on the preceding four (4) full calendar quarters), the Seller will use its commercially reasonable efforts to divest that portion of such Person or business that engages in the Restricted Business within twelve (12) months after its acquisition of such Person or business; and (iii) the acquisition of the stock, business or assets of the Seller and/or any of its Affiliates (by asset purchase, stock purchase, merger, consolidation or otherwise) by any Person who is not a current Affiliate of the Seller will not be prohibited hereunder. In Nothing in this Section 6.8 will restrict or prevent the event thatSeller or any of its Affiliates from maintaining or undertaking passive investments in any Person primarily engaged in a Restricted Business so long as the aggregate interest represented by such investments does not exceed ten percent (10%) of any class of the outstanding debt or equity securities of any such Person. (c) During the period from the Closing Date through the two (2) year anniversary of the Closing Date, notwithstanding the foregoingSeller shall not, and shall cause its Affiliates not to, recruit or hire any employee of the Business or any employee, agent or consultant of the Buyer or any of its Affiliates, or encourage any such employee, agent or consultant to terminate his or her relationship with the Buyer or any of its Affiliates; provided that the foregoing restriction shall not (i) prevent the Seller, the Parent or any of its other Affiliates from offering employment to any Transferred Employee who responds to a general solicitation or advertisement that is not specifically directed at him or her (and nothing shall prohibit such general solicitation or advertisement not specifically directed at Transferred Employees) and (ii) prevent the Seller, the Parent or any of its other Affiliates from hiring any Transferred Employee that has been terminated by the Buyer and/or any of its Affiliates, successors or assigns prior to the date of such hiring. (d) If the Seller breaches, or threatens to commit a breach of, any of the provisions of this Section 6.1 6.8 (the “Restrictive Covenants”), the Buyer shall have the right to seek to have the Restrictive Covenants specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or any parts hereof threatened breach may cause irreparable injury to the Buyer and its Affiliates and that money damages may not provide an adequate remedy to the Buyer and its Affiliates. Nothing in this Section 6.8 shall be held construed to be invalid or unenforceablelimit the right of the Buyer to collect money damages in the event of a breach of the Restrictive Covenants. In addition to the remedies the Buyer may seek and obtain pursuant to this Section 6.8, 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 Restricted Period shall be declared extended by and all periods during which the Seller shall be found 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 have been in such regard, and the provisions violation of the Restrictive Covenant shall remain enforceable Covenants. (e) If any Governmental Entity determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall, to the fullest extent deemed reasonable by enforceable under applicable Law, not thereby be affected and shall be given full effect, without regard to the portions which have been declared invalid or unenforceable. If any Governmental Entity determines that any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographic scope of such courtprovision, it is the intention of the Parties that such Governmental Entity shall have the power to modify any such provision, to the extent necessary to render the provision enforceable, and such provision as so modified shall be enforced.

Non-Competition; Non-Solicitation. The Executive hereby and the Company agree to the non-competition and non-solicitation provisions of this Article VII to protect the trade secrets and other Confidential Information of the Company disclosed or entrusted to Executive by the Company or its affiliates or created or developed by Executive for Company and as an express incentive for the Company to enter into this Agreement. (a) Subject to the exceptions set forth in Section 7.2(b) below, Executive covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafterProhibited Period, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client other than on behalf of the Company or any of its subsidiaries (other than affiliates, he will refrain from carrying on or engaging in the Business in the Restricted Area on his own behalf or on behalf of a Competing Business. Executive further agrees and covenants that, because the following conduct would effectively constitute carrying on or engaging in the Business, he will not, and he will cause his affiliates not to, in the Restricted Area during the Prohibited Period on behalf of a Competing Business, directly or indirectly, perform the same or substantially similar job duties that Executive performed during the twelve (12) months prior to the termination of his employment with the Company) , or otherwise own, manage, operate, join, become an officer or employee of, control or participate in or be connected with respect to any business business, individual, partnership, firm, corporation or other entity which engages in which the Business other than the Company or its affiliates. (b) Notwithstanding the restrictions contained in Section 7.2(a), Executive or any of its subsidiaries his affiliates may own an aggregate of not more than 2.5% of the outstanding stock of any class of any corporation engaged in the Business, if such stock is then engaged orlisted on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 7.2(a), provided that neither Executive nor any of his affiliates has the power, directly or indirectly, to control or direct the then existing knowledge management or affairs of any such corporation and is not involved in the management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, he will not, and he will cause his affiliates not to, solicit or cause to be solicited any customer or prospective customer of the ExecutiveCompany related to the Business that is or was a customer or prospective customer of the Company related to the Business in the Restricted Area and with which Executive had material contact or about which Executive had Confidential Information during the period in which Executive was employed hereunder. (d) Executive further covenants and agrees that during the Prohibited Period, proposes he will not, and he will cause his affiliates not to, engage or employ or solicit or contact with a view to engage; the engagement or (iii) induce employment of, any person who is an officer or encourage any employee of the Company or any of its subsidiaries during the period in which Executive was employed hereunder. Notwithstanding the foregoing, Executive shall be permitted to leave the employ any person who was an officer or employee of the Company or any its subsidiaries during such period and who has ceased to be an officer or employee of the Company or its subsidiariesaffiliates with the consent of Company; provided, however, that the Executive may, solely as an investment, hold foregoing shall 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 prohibit the Executive from engaging, employing or soliciting any person by means of general advertising that 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 not specifically targeted at such officers or employees 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; Non-Solicitation. (a) The Executive hereby covenants Company shall provide Employee access to the Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration thereof and in consideration of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and grant Employee equity awards pursuant to the LTIP, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and not oppressive, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and substantial and legitimate business interests. (b) Employee agrees that, during the Term Prohibited Period, Employee shall not, without the prior written approval of the ExecutiveCompany, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of whatever nature: (i) engage in or participate within the Restricted Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Employee from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or loaning money to or selling or leasing equipment or real estate to or otherwise being affiliated with any person or entity engaged in, or planning to engage in, the Business in competition, or anticipated competition, in the Restricted Area, with any member of the Company Group; (ii) appropriate any Business Opportunity of, or relating to, the Company Group located in the Restricted Area; (iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with the Company Group; (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of the Company Group to terminate his, her or its employment hereunder or engagement with any member of the Company Group; or (c) Employee agrees that the covenants of Section 10(b) shall be enforceable during the Employment Period and for a period of one 12 months following the Date of Termination (1the period that exists during the Employment Period and continuing through the date that is 12 months following the Date of Termination is referred to as the “Prohibited Period”), regardless of the reason for such termination. (d) year thereafterBecause of the difficulty of measuring economic losses to the Company Group as a result of a breach of the covenants set forth in Section 9 above and this Section 10, Executive and because of the immediate and irreparable damage that would be caused to the Company Group for which it would have no other adequate remedy, Employee agrees that the Company shall notbe entitled to enforce the foregoing covenants, directly in the event of a breach, by injunctions and restraining orders. In addition, Employee acknowledges and agrees that in the event Employee breaches any of the obligations set forth in Section 9 above or indirectly: this Section 10, (i) own any interest in, operate, join, control he shall have no right to receive or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or retain any of its subsidiaries is then engaged or, the payments or benefits (whether those that have been provided or are scheduled to the then existing knowledge of the Executive, proposes to engage; be provided) described in Sections 7(f)(ii) or 7(f)(iii) above and (ii) solicit notwithstanding any customer or client provision to the contrary in the Second Amended and Restated Limited Liability Company Agreement of Vantage Energy, LLC dated August 1, 2012, the Amended and Restated Limited Liability Company Agreement of Vantage Energy II, LLC dated August 1, 2012 or any of its subsidiaries (other than on behalf of the Company) award agreement or letter with respect to any business Class C Units or Class M Units, Employee shall immediately forfeit, without consideration, all Class C Units and Class M Units to Vantage I or Vantage II, as applicable, whether vested or unvested, and all rights arising from such Class C Units and Class M Units and from being a holder thereof. The remedies described in which this Section 10(d) shall not be the Company’s exclusive remedy for a breach but instead shall be in addition to all other remedies set forth in the LTIP, all award agreements thereunder and all other rights and remedies available to the Company or any of its subsidiaries is then engaged orat law and equity. (e) The covenants in this Section 10 are severable and separate, to and 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities unenforceability of any publicly-traded corporation specific covenant (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 portion thereof) shall not affect the provisions of the Restrictive Covenant andany other covenant (or portion thereof). Moreover, 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 arbitrator 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 shall determine that the maximum restrictiveness such court deems reasonable and enforceablescope, time or territorial restrictions set forth are unreasonable, then it is 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 intention of the Restrictive Covenant shall remain enforceable parties that such restrictions be enforced to the fullest extent deemed reasonable by such courtwhich the arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (f) For purposes of this Section 10, the following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The Executive hereby covenants and 9.1 Employee agrees that that, during the Term of the Executive’s employment hereunder and for a period the eighteen (18) months following his termination or expiration of one his employment for any reason (1) year thereafterthe “Non-Competition Period”), Executive shall not, directly or indirectlywithout the prior written consent of Company: (i) he shall not, in any capacity whatsoever, either directly or indirectly, individually or as a member of (or other association with) any business organization, (a) engage in the production or sale at retail of any pizza, or pasta, or any Italian food item similar to any Italian food item now or in the future approved by Pizza Hut, Inc or its Affiliates (“PHI”) for use in the Pizza Hut System (as defined in the Purchase Agreement) in the states within the United States in which any of the Company Group has then-existing locations (the “Territory”), or (b) have any employment or own any interest inan interest, manage, operate, join, control control, lend money to or render financial or other assistance to or participate in or be connected with, as a an officer, employee, partner, directorstockholder, principalconsultant or otherwise, officer any person engaged in the production or agent ofsale of such products in the Territory, enter into provided, however, that, for the employment ofpurposes of this Section 9.1, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any ownership of its subsidiaries is then engaged or, to the then existing knowledge securities having no more than one percent of the Executive, proposes voting power of any competitor which is listed on any national securities exchange shall not be deemed to engagebe in violation of this Section 9.1 as long as the Person owning such securities has no other connection or relationship with such competitor; (ii) solicit he shall not, on behalf of any customer competing entity, directly or client indirectly, interfere with relationships with any suppliers or customers of any of the Company Group; and (iii) he shall not perform services of any kind in any capacity for PHI; provided, however, that notwithstanding anything to the contrary in this Agreement, Employee shall be permitted to make and retain or any expand the investments described in Exhibit B attached hereto to the extent provided therein and to engage in the monitoring and other activities described in such Exhibit (collectively, “Excepted Investments and Activities”). 9.2 During the Non-Competition Period, Employee agrees that, without the prior written consent of its subsidiaries Company (and other than on behalf of the CompanyCompany Group), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly (a) with respect to any business in which hire or solicit the Company or any employment 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 who has been employed by any of the Company Group at any time during the six (6) month period immediately preceding the date of such hire or solicitation, or (b) solicit the suppliers or customers of any of its subsidiaries to leave the employ of the Company Group, or discourage such clients or customers from doing business with any of its subsidiaries; provided, the Company Group. 9.3 The parties hereto agree that the Executive may, solely as an investment, hold 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 contained in this Section 6.19 are reasonable covenants under the circumstances, including without limitation and further agree that if, in the time period opinion of restriction set forth aboveany court of competent jurisdiction such covenants are not reasonable in any respect, are fair such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and are reasonably required for to enforce the protection remainder of these covenants as so amended. Employee agrees that any breach of the legitimate business and economic interests of the Company. The Executive further acknowledges that covenants contained in this Section 9 would irreparably injure the Company would not Group. Accordingly, Employee agrees that Company, in addition to pursuing any other remedies it may have entered into this Agreement absent Executive’s agreement to in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the foregoing. In the event thatmatter, notwithstanding the foregoing, restraining any of the provisions further violation 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 herein9. In addition, in the event that any provision of a breach or violation by Employee of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared 9 as determined by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceablejurisdiction, the Non-Competition Period shall be automatically extended by the amount of time period and/or area between the initial occurrence of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, breach or violation and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by time when such courtbreach or violation has been duly cured.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) Seller agrees and agrees acknowledges that during the Term a significant portion of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 consideration in this Section 6.1, including without limitation Agreement is the time period goodwill of restriction set forth above, are fair Seller 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 Buyer would not have entered into this Agreement absent Executive’s agreement unless it included such goodwill. As such, Seller agrees to be bound by the foregoingfollowing narrowly tailored provisions that require Seller to refrain from carrying on a similar business in the United States of America (the “Restricted Area”). (b) Except as specifically provided in this Section 6.10, for a period beginning on the Closing Date and ending on the date which is four (4) years after the Effective Date (the “Restricted Period”), Seller shall not, and shall cause its Affiliates not to, directly or indirectly, (i) engage in or assist others in engaging in, the Business in or from the Restricted Area; (ii) have an interest in any Person that engages directly or indirectly in the Business in the Restricted Area in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant. In the event that, notwithstanding Notwithstanding the foregoing, (a) in the event of a Buyer Event of Breach, Seller’s obligations pursuant to this Section 6.10(b) shall be suspended until such Buyer Event of Breach is cured, and (b) Seller may own, directly or indirectly, securities of any Person if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (c) During the Restricted Period, Seller agrees that Seller will not, directly or indirectly, cause or induce any material actual client, customer, supplier or licensor of the Business (including any existing or former client or customer of the Business and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business as of the date hereof, to terminate or modify any such actual or prospective relationship. (d) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit any In-Scope Employee or any employee who is or was employed in the Business during the Restricted Period, or induce any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.10(d) shall prevent Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 30 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (e) Seller understands that Buyer will be irreparably damaged, in an amount that may be impossible to ascertain, if the provisions of this Section 6.1 or 6.10 are not strictly adhered to and complied with by Seller. In the event of breach by Seller of any parts hereof provision of Section 6.10, Seller agrees that Buyer shall be held entitled, in addition to be invalid reasonable attorneys’ fees, costs and remedies otherwise available to Buyer at Law or unenforceablein equity, to seek injunctions, restraining such threatened, intended or actual breach. (f) Seller acknowledges that the remaining provisions or parts hereof shall nevertheless continue restrictions contained in this Section 6.10 are reasonable and necessary to be valid protect the legitimate interests of Buyer and enforceable as though constitute a material inducement to Buyer to enter into this Agreement and consummate the invalid or unenforceable portions or parts had not been included hereintransactions contemplated by this Agreement. In the event that any provision of covenant contained in this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall 6.10 should ever be declared by a court of competent jurisdiction adjudicated to exceed the maximum restrictiveness time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such court deems reasonable covenant, and enforceablesuch covenant shall be deemed reformed, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by in such court shall become and thereafter be jurisdiction to the maximum restrictions time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.10 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such regardcovenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and the provisions of the Restrictive Covenant any such invalidity or unenforceability in any jurisdiction shall remain enforceable to the fullest extent deemed reasonable by not invalidate or render unenforceable such courtcovenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. The (i) Executive hereby covenants acknowledges and recognizes the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industry. In consideration of the payment by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during the Term of the (i) Executive’s employment hereunder with the Company and (ii) six (6) months thereafter (the “Covered Time”), if Company terminates for a period of one (1) year thereaftercause or Executive terminates employment with the Company, Executive shall not, directly or indirectly: , engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business, provided that the provisions of this Section 6(b) will not be deemed breached merely because Executive owns less than 1% of the outstanding common stock of a publicly-traded company, and nothing in this Agreement is intended to, or shall be interpreted in any way that, conflicts with any ethical obligation that Executive may have as an attorney admitted to the bar of any court or under the New York Rules of Professional Conduct, including but not limited to Rules 1.6(a), 1.9(c) and 5.b(a), or expand the confidentiality duty of such provisions. For purposes of this Agreement, “Competing Business” shall mean (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged currently engaged, or, to the then existing knowledge of extent that Executive is materially involved in such business, the Executive, proposes to engage; (ii) solicit any customer or client of the Company 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 Company’s affiliates are then engaged oranywhere in the world. For purposes of this Agreement, to the then existing knowledge as of the Executivedate of this Agreement, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave is actively engaged in the employ of the Company or any of its subsidiaries; provided, biodefense sector that the Executive may, solely as an investment, hold 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 Covenantis focused on smallpox therapeutics.” 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; Non-Solicitation. (a) The restrictive covenants contained in this Section 6.2 are supported by consideration to the Executive hereby covenants from Nabors Bermuda and agrees that during Nabors Delaware as specified in this Agreement, including, but not limited to, the Term consideration provided in Section 5.1(a), 5.2(a) and 6.1 of this Agreement. In exchange for the consideration specified herein and as a material incentive for Nabors Bermuda and Nabors Delaware to enter into this Agreement, and to enforce the Executive’s obligations under Section 6.1 hereof, the Executive hereby agrees that, in the event his employment hereunder is terminated pursuant to Sections 4.1(c), (d), (e) or (f), unless such termination arises in connection with a Change in Control, he will not for the period commencing on the date of termination of his employment and continuing until the expiration of two (2) years (the “Non-Competition Period”), directly or indirectly, for himself or for others, anywhere in the world, engage, directly or indirectly, in any activity, work, business, or investment related to the Business, including any attempted or actual activity as a period principal, investor, employee, officer, director, shareholder, consultant, independent contractor, partner, joint venturer, manager, representative, agent, or broker in the Business; provided, however, that the Executive’s investment interest of one less than five percent (15%) year thereafterin any publicly-traded company shall in all events be permitted. The foregoing shall not prohibit: (x) the Executive from owning investments of less than 5% in stock, bonds or other securities of any entity that is engaged in the Business, provided such investment is passive and the Executive does not exercise control over the day to day management of such business; (y) the Executive from working for or providing services to an investment fund or other investment entity with ownership interests in a company that is engaged in the Business, provided the Executive is not actively involved in the management of the competing company; or (z) the Executive’s continued participation in those activities in which he is engaged on the date hereof or on the date of termination of his employment and which have been disclosed to Nabors Bermuda or Nabors Delaware and which have been approved in writing by the Nabors Bermuda Board or Nabors Delaware Board. (b) During the Non-Competition Period, the Executive shall not, directly on his own behalf or indirectly: (i) own on behalf of any interest inother person, operatepartnership, joinentity, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant toassociation, or perform corporation, solicit or hire any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company current or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client former employee of the Company or in any of its subsidiaries (other than on behalf of the Company) with respect manner attempt directly or indirectly to any business in which the Company or any of its subsidiaries is then engaged orinfluence, to the then existing knowledge of the Executiveinduce, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ employment of the Company Company, nor shall the Executive use or disclose to any person, partnership, entity, association, or corporation any information concerning the names, addresses or personal telephone numbers of its subsidiaries; provided, any employees of the Company. (c) The Executive understands that the Executive mayforegoing restrictions may limit his ability to engage in a business similar to the business of Nabors Bermuda and Nabors Delaware for the Non-Competition Period, solely as an investment, hold not more than five percent (5%) of but acknowledges that he will receive sufficient monetary and other consideration from the combined voting securities of any publicly-traded corporation or other business entityCompany hereunder to justify such restriction. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read money damages would not be sufficient remedy for any breach of this Section 6.2 by the Executive, and considered the provisions of the Restrictive Covenant and, having done so, agrees that the Company shall be entitled to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 6.2, but shall be in addition to all remedies available at law or in equity to the Company. (d) It is expressly understood and agreed that Nabors Bermuda, Nabors Delaware and the Executive consider the restrictions set forth contained in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and 6.2 to be reasonable and are reasonably required necessary for the protection purposes of preserving and protecting the Confidential Information, Company Relationships, goodwill, and legitimate business and economic interests of the CompanyNabors Bermuda and Nabors Delaware. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event thatNevertheless, notwithstanding the foregoing, if any of the provisions of this Section 6.1 or any parts hereof shall be held aforesaid restrictions is found by a court having jurisdiction to be invalid unreasonable, over broad as to geographic area, time, scope of activity restrained, or otherwise unenforceable, the remaining provisions or parts hereof shall nevertheless continue Parties intend for the restrictions therein set forth 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 modified 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 so as to be reasonable and enforceable and, as so modified by such court shall become and thereafter the court, to 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 courtfully enforced.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during (a) From the Term of the Executive’s employment hereunder Closing and for a period of one three (13) year years thereafter, Executive shall (i) the Sellers will not, directly or indirectly: indirectly anywhere in the United States and in any other jurisdiction in which the Business operates, (iA) engage in, own any interest in, operateinvest in, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant lend funds to, or perform provide any management, consulting, financial, administrative or other services for any entity (each a “Competing Entity”) which has material operations which compete with to any business that competes with the Business directly or indirectly in any manner, (B) solicit, sell or attempt to sell goods and services offered by the Business to any facility that is a customer of the Business (or any successor), and (ii) the Sellers will not, and will not cause their respective Affiliates to, directly or indirectly anywhere in the United States and in any other jurisdiction in which the Company Business operates, (A) disclose any confidential or any of its subsidiaries is then engaged or, to non-public information regarding the then existing knowledge of Business or the Executive, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect Purchased Assets 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; third party or (iiiB) induce directly or indirectly solicit or encourage to leave employ or contract or offer to employ or contract with any person who is (or was during the previous twelve (12) months) an employee of the Company Business (or any of its subsidiaries to leave successor) or who is (or was during the employ of previous twelve (12) months) hired by Purchaser in connection with the Company or any of its subsidiariestransactions contemplated hereby; provided, however, that notwithstanding the Executive mayforegoing, the Sellers may collectively own, directly or indirectly, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-Person that are traded corporation on any national securities exchange or other business entity. the NASDAQ Stock Market if the Sellers (alone or collectively) (1) is not a controlling Person of, or a member of a group that controls such Person and (2) does not, directly or indirectly, own 4.99% or more of any class of securities of such Person. (b) The foregoing covenants Parties recognize that the Laws and agreements public policies of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions various states of the Restrictive Covenant and, having done so, agrees that United States may differ as to the restrictions validity and enforceability of covenants similar to those set forth in this Section 6.1, including without limitation 5.7. It is the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection intention of the legitimate business and economic interests of the Company. The Executive further acknowledges Parties that the Company would not have entered into provisions of this Agreement absent Executive’s agreement Section 5.7 be enforced to the foregoing. In fullest extent permissible under the event thatLaws and policies of each jurisdiction in which enforcement may be sought, notwithstanding and that the foregoingunenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section 5.7 shall not render unenforceable, any or impair, the remainder of the provisions of this Section 6.1 or 5.7. Accordingly, if any parts hereof provision of this Section 5.7 shall be held determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the remaining provisions operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or parts hereof shall nevertheless continue jurisdiction. (c) The Parties to be valid this Agreement acknowledge and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event agree that any provision remedy at Law for any breach of the provisions of this Section 6.1 relating 5.7 would be inadequate, and each of the Sellers hereby consents to the time period and/or the area of restriction and/or related aspects shall be declared granting by a any court of competent jurisdiction to exceed an injunction or other equitable relief, without the maximum restrictiveness necessity of actual monetary loss being proved, in order that the breach or threatened breach of 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 provisions may 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 courteffectively restrained.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for (a) For a period of one five (15) year thereafteryears commencing on the Closing Date (the “Restricted Period”), Executive each Seller shall, and shall notrequire its Affiliates (including, without limitation, Affiliates in France or Brazil) to, refrain from: (i) directly or indirectly engaging or investing in, controlling or managing, any activities which are, as of the Closing, competitive with automotive aftermarket and OEM/OES ignition wire sets, ignition leads, and bulk ignition wire in North America; (ii) selling, directly or indirectly: , automotive aftermarket and OEM/OES ignition wire sets, ignition leads, and bulk ignition wire in North America, which, for the avoidance of doubt, includes selling such items, directly or indirectly, to a non-North America buyer (iA) own any interest in, operate, join, control if such buyer has affirmatively indicated to such Seller its intention of selling such items in North America or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”B) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged orif, to the then existing knowledge Knowledge of the ExecutiveSellers, proposes to engagesuch buyer is in fact selling such items in North America; (ii) solicit any customer or client of the Company 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 selling, directly or encourage any employee indirectly, automotive aftermarket and OEM/OES ignition wire sets, ignition leads, and bulk ignition wire to existing (as of the Company or any of its subsidiaries to leave the employ Closing Date) non-North America export customers of the Company Business; and/or (iv) entering into any Contract for the purchase and sale of all or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) part of the combined voting securities of any publicly-traded corporation Sellers’ ignition extrusion wire business or other business entity. The foregoing covenants and agreements the assets of the Executive are referred Sellers’ ignition extrusion wire business, unless the Person purchasing such business or assets agrees 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 be bound by the provisions of this Section 6.1 6.02; provided, however that Sellers shall not be liable to Buyers or any parts hereof shall be held otherwise responsible for the failure of such Person to comply with the provisions of this Section 6.02 so long as such Person agrees to be invalid liable to Buyers (including by way of a third-party beneficiary provision) with respect to its compliance with the provisions of this Section 6.02. (b) Each Seller acknowledges that a breach or unenforceablethreatened breach of this Section 6.02 would give rise to irreparable harm to Buyers, for which monetary damages would not be an adequate remedy, and hereby agrees that in the remaining provisions event of a breach or parts hereof shall nevertheless continue a threatened breach by such Seller of any such obligations, each Buyer shall, in addition to any and all other rights and remedies that may be valid available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and enforceable as though any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (c) Each Seller acknowledges that the invalid or unenforceable portions or parts had not been included hereinrestrictions contained in this Section 6.02 are reasonable and necessary to protect the legitimate interests of Buyers and constitute a material inducement to Buyers to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any provision of covenant contained in this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall 6.02 should ever be declared by a court of competent jurisdiction adjudicated to exceed the maximum restrictiveness time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such court deems reasonable covenant, and enforceablesuch covenant shall be deemed reformed, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by in such court shall become and thereafter be jurisdiction to the maximum restrictions time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such regardcovenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and the provisions of the Restrictive Covenant any such invalidity or unenforceability in any jurisdiction shall remain enforceable to the fullest extent deemed reasonable by not invalidate or render unenforceable such courtcovenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) Seller, shall not (and agrees that during shall not permit any of its respective Affiliates to) and shall cause any of its directors and senior management team who have been in office before April 1st, 2021 and prior to signing the Term term sheet of the Executive’s employment hereunder and for a period of one September 2021 (1) year thereafter, Executive shall notin this Section “Seller Representatives”), directly or indirectly: , from the Closing Date until 4 years from the Closing Date (i) own any interest inthe “Non-Compete Period”), without the prior written consent of the Acquiror Representative, own, manage, operate, joinfinance, control or participate as a partnerin the ownership, directormanagement, principaloperation, officer financing, or agent control of, enter into or otherwise be engaged in any way in any business anywhere in the employment ofworld that, act as a consultant to, or perform at any services for time during the Non-Compete Period competes with the Company Business. For the purpose of this Section 5.2 the term “Affiliates” shall also include any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company Seller, Seller Representatives hold (directly or indirectly), alone or jointly with each other or any of its subsidiaries is then engaged orAffiliate thereof, to the then existing knowledge at least 5% of the Executiveshare capital of such entity, proposes to engage; as well as any entity in which Seller, Seller Representatives serves as a director, officer, employee or similar capacity. (iib) solicit any customer or client The Seller acknowledges that the consideration received hereunder is paid in consideration, in part, for the non-competition obligations hereunder. In light of the nature of this transaction, the interest that the Acquirers have in the success of the Company or any of its subsidiaries (other than on behalf and the critical significance of the Company) with respect non-competition covenant to any business in which the Company or any of its subsidiaries is then engaged orBusiness and the Acquiror’s willingness to enter into this Agreement and pay the Total Consideration, 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 to leave the employ of the Company or any of its subsidiaries; provided, Seller hereby acknowledges that the Executive may, solely as an investment, hold 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 non- competition covenant is reasonable and are reasonably required necessary for the protection of the legitimate business commercial interest of the Company and economic interests Acquirers. (c) From the Closing Date until the lapse of 4 years from the Closing Date (the “Non- Hire Period”), Seller shall not (and shall not authorize its respective Affiliates and Seller Representatives to) (i) cause, solicit, induce or encourage (other than through general publications not aimed at a Company’s employees) any employees of the Company or any Affiliate thereof, or any Persons who become employees or Contractors of any of the foregoing at any point during the Non-Hire Period to leave such employment or engagement or otherwise engage any such Person, or (ii) hire or engage any employees or any Persons who become employees or significant Contractors or consultants of the Company. The Executive further acknowledges that , Pure or an Affiliate thereof, at any point during the Company would not have entered into this Agreement absent Executive’s agreement to Non-Hire Period, whether as employees consultants or otherwise, or (iii) cause, induce or encourage any material client, customer, supplier, agent, reseller or licensor of the foregoing. In the event thatCompany, notwithstanding the foregoingPure or an Affiliate thereof, or any Person who become a client, customer, supplier or licensor of any of the provisions foregoing at any point during the Non-Hire Period or any other Person who has a business relationship with the Business, to terminate or adversely modify any such relationship with any of the foregoing. (d) The covenants and undertakings contained in this Section 5.2 are related to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.1 or any parts hereof shall be held 5.2 may cause irreparable injury to be invalid or unenforceablethe Acquirers and the Company, the remaining provisions amount of which will be impossible to estimate or parts hereof shall nevertheless continue to determine and which cannot be valid and enforceable as though adequately compensated. Therefore, 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 Acquiror and/or the area of restriction and/or related aspects shall Company will be declared by a entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 5.2. The rights and remedies provided by this Section 5.2 are cumulative and in addition to exceed any other rights and remedies that the maximum restrictiveness Acquirors or the Company may have hereunder or at Law or in equity. (e) The parties agree that (i) if any covenant or undertaking contained in this Section 52 is held to be void or invalid but would not have been so held if part of the wording were deleted or its extent reduced or modified, then such court deems reasonable undertaking shall apply with such modification(s) as may be necessary to make the same valid and enforceable; and (ii) if any court of competent jurisdiction in a judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 5.2 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, a specified business limitation or any other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against 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 courtapplicable Party.

Non-Competition; Non-Solicitation. The Executive (a) In consideration of the benefits of this Agreement and the Transaction Documents to Sellers and in order to induce Purchasers to enter into this Agreement, each Seller hereby covenants and agrees that during the Term of the Executive’s employment hereunder and that, for a period of one ten (110) year thereafteryears after the Closing Date (the “Restricted Period”), Executive shall notneither it nor any of its Affiliates shall, without the prior written consent of Purchaser Representative and other than as expressly contemplated by this Agreement or any Transaction Documents, directly or indirectly: indirectly operate, engage in, manage or own any Restricted Business in the Restricted Area; provided, however, that the foregoing provisions shall not be applicable to such Person’s: (i) own any interest in, operate, join, control or participate as ownership of less than 5% of the capital stock of a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in publicly traded corporation of which the Company majority of revenues are generated by or any of its subsidiaries is then engaged from the Restricted Business and such Restricted Business includes both voluntary and involuntary business; or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit acquiring and operating any customer or client business concern in which revenues from the Restricted Business represent less than 5% of the Company or total revenues of such concern. (b) During the Restricted Period, neither Sellers nor any of their respective Affiliates shall directly or indirectly solicit to hire or employ any Employee hired by any Purchaser or its subsidiaries (other than on behalf Affiliates in any capacity whatsoever without the express written consent 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entityPurchaser Representative. 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 6.15.10 will not prohibit general, including non-targeted solicitations of individuals whether or not such individuals are (or were at any time) employees of any Purchaser or its Affiliates. (c) Sellers and Purchasers acknowledge and agree that the remedy at Law for any breach of the covenants and obligations in this Section 5.10 will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without limitation the necessity of proving actual damage or posting any bond whatsoever. Sellers further acknowledges and agrees that, in view of the nature of the Business and the business objectives of Purchasers in acquiring the Companies and the consideration paid to Sellers therefor, the scope of business, territorial and time period of restriction set forth above, limitations contained in this Section 5.10 are fair and reasonable and are reasonably properly required for the adequate protection of the legitimate business and economic interests of the CompanyPurchasers. The Executive further acknowledges parties hereto intend 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 covenants of this Section 6.1 or any parts hereof shall 5.10 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 (i) enforceable to the fullest maximum extent deemed reasonable permitted by Law, and (ii) severable, and, if any reviewing court determines that any such courtcovenant is unenforceable, invalid or of excessive duration or scope, such determination shall not affect the enforceability of any other covenants herein or the enforceability of like covenants of Sellers or their respective Affiliates not a party to the action in which such determination was made; further, in the event of any such determination, the parties authorize such court to (i) reform the unenforceable, invalid or excessive provisions, and (ii) impose such restrictions as reformed, as it deems reasonable.

Non-Competition; Non-Solicitation. The Executive hereby covenants As condition precedent to Purchaser to enter into and agrees that during the Term perform its obligations under this Agreement, Seller agrees, on behalf of the Executive’s employment hereunder itself and for its Affiliates, that: (a) For a period of one two (12) year thereafteryears after the Closing Date (the "Non-Competition Period"), Executive it shall not, without the prior written consent of -------------------- Purchaser, anywhere in the United States of America, directly or indirectly: (i) own , either for itself or for any interest inother Person, own, operate, joinmanage, control control, engage in, participate in, invest in, any Person that engages in or participate as a partnerowns, directorinvests in, principaloperates, officer manages or agent of, enter into controls any venture or enterprise which directly or indirectly engages or proposes to engage in the employment of, Business or act as a consultant toor advisor to or otherwise render services to any Person in connection with that Person engaging in the Business. Nothing herein shall prohibit Seller from (i) being a passive owner of not more than 5% of the outstanding stock of any class of securities of a publicly traded corporation engaged in such business, so long as it has no active participation in the business of such corporation, or perform (ii) performing any services for Purchaser or its Affiliates. (b) During the Non-Competition Period, it will not directly or indirectly offer employment to or hire (in any entity (each a “Competing Entity”capacity) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 former employee of Seller who is hired by Purchaser. (c) If, at the Company or any time of its subsidiaries to leave the employ enforcement of the Company or any of its subsidiaries; providedthis Section 7.10, a court shall hold that the Executive mayduration, solely as an investmentscope, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation geographic area or other business entity. The foregoing covenants and agreements of restrictions stated herein are unreasonable under circumstances then existing, 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 Parties agree that the maximum duration, scope, geographic area or other restrictions set forth in this Section 6.1, including without limitation the time period of restriction set forth above, are fair and deemed reasonable and are reasonably required under such circumstances by such court shall be substituted for the protection of the legitimate business stated duration, scope, geographic area or other restrictions. (d) Seller recognizes and economic interests of the Company. The Executive further acknowledges affirms that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In in the event that, notwithstanding the foregoing, of breach by it of any of the provisions of this Section 6.1 7.10, money damages would be inadequate and Purchaser would have no adequate remedy at law. Accordingly, Seller agrees that Purchaser shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and Seller's obligations under this Section 7.10 not only by an action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any parts hereof shall be held to be invalid violations (whether anticipatory, continuing or unenforceablefuture) of the provisions of this Section 7.10 (including, without limitation, the remaining provisions or parts hereof shall nevertheless continue extension of the Non-Competition Period by a period equal to be valid and enforceable as though (i) the invalid or unenforceable portions or parts had not been included hereinlength of the violation of this Section 7.10 plus (ii) the length of any court proceedings necessary to stop such violation). In the event that of a breach or violation by Seller of any provision of the provisions of this Section 6.1 relating to 7.10, the time period and/or running of the area Non-Competition Period (but not of restriction and/or related aspects Seller's obligations under this Section 7.10) shall be declared by a court tolled with respect to Seller during the continuance 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 courtany actual breach or violation.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) As a necessary measure to ensure that Buyer realizes the goodwill and agrees that during the Term associated benefits of the Executive’s employment hereunder transactions contemplated by this Agreement and the Ancillary Agreements, from the Closing Date and for a period of two (2) years following the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly (i) solicit for employment or consulting service any Business Employee with a title of Managing Director or higher (each, a “Senior Employee”), any Business Employee who directly reports to a Managing Director (each, a “Primary Report”) and any Business Employee who directly reports to a Primary Report (together with the Senior Employees and the Primary Reports, “Restricted Persons”), or (ii) hire, whether as a manager, director, officer, employee, contractor, consultant or other individual service provider, any Restricted Person; provided that the restrictions contained in this Section 5.29(a)(i) shall not apply to the placement of general advertisements (whether in paper or digital media), conducting any other form of general solicitation or the use of general search firm services that are not targeted towards any Restricted Persons; provided, further, that the restrictions contained in this Section 5.29(a) shall not prohibit the solicitation or hiring with respect to any Restricted Person from and after the date that is six (6) months after the date that such Restricted Person ceases to be employed by Buyer or any of its Affiliates or from and after the date that such Restricted Person is terminated by Buyer or any of its Affiliates without cause. (b) As a necessary measure to ensure that Buyer realizes the goodwill and associated benefits of the transactions contemplated by this Agreement and the Ancillary Agreements, from the Closing Date and for a period of three (3) years after the Closing Date, Seller shall not, and shall cause its controlled Affiliates not to directly or indirectly, invest in, acquire, own, manage, control, operate or otherwise engage in a Competing Business, or enter into any business arrangement with or otherwise partner with any third party for the primary purpose of engaging in a Competing Business; provided, that the foregoing shall not prohibit: (i) Seller or any of its controlled Affiliates from owning or acquiring, directly or indirectly, (A) as a passive, non-controlling investor (without any membership on the board of directors or similar governing body of such Person or role in the management thereof) ten percent (10%) or less of the outstanding securities of any Person, owning or acquiring securities held as investments of any pension fund or employee benefit plan of Seller, or investing in any fund in which Seller or any of its Subsidiaries have no discretion with respect to the investment strategy of such fund (a “De Minimis Investment”), or (B) equity interests in Alliance Healthcare Italia, S.p.A., Alliance Healthcare Deutschland AG and the China JVs or their successors or any of their respective assets or businesses; (ii) the acquisition of any equity interests of Seller or any of its Affiliates by a Person engaged, directly or indirectly, in a Competing Business or the activities of any such Person or its Affiliates (other than Seller or its Subsidiaries); (iii) Seller or any of its controlled Affiliates from acquiring and, after such acquisition, owning an interest in any Person or business that is engaged in a Competing Business other than a De Minimis Investment, and operating such Competing Business, if (A) Seller or its Affiliates, as applicable, divests or otherwise disposes of the operations of such Person or business that are engaged in a Competing Business promptly after the acquisition thereof and in any event no later than one (1) year thereafterfollowing such acquisition; provided, Executive that if Seller or its Affiliate enters into a written binding agreement to divest such operations during such one (1)-year period, then the one (1)-year period shall not, directly be extended until the closing of such transaction or indirectly: (iB) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity revenues derived from the Competing Business are less than ten percent (each a “Competing Entity”10%) which has material operations which compete with any business of the total revenues of such Person in which the Company its most recently completed fiscal year; (iv) Seller or any of its subsidiaries is then engaged or, controlled Affiliates from taking any actions required in order to the then existing knowledge comply with its obligations under this Agreement or any of the ExecutiveAncillary Agreements, proposes or conducting any business or operations that are expressly permitted to engage; be conducted by Seller and its Affiliates and the JV Entities under any Ancillary Agreement or any Affiliate Agreement that survives the Closing; (iiv) solicit any customer or client of the Company Seller or any of its subsidiaries controlled Affiliates from (A) engaging in the Retained Business, including the distribution of the private label brands and offerings of Seller’s retail pharmacy, including the brands No 7, Botanics, Xxx Xxxxx, Sleek Make Up and Your Good Skin and other than global branded products Manufactured by or on behalf of Seller and its Affiliates that are not of the type sold by the Business under the “Alvita” and “Almus” brands or any derivations thereof as of the Closing Date by or on behalf of the CompanyRetained Business in the Wholesale Distribution Territory, (B) the Retained Business (including, for the avoidance of doubt, Alliance Healthcare Deutschland AG, Alliance Healthcare Italia, S.p.A. and the China JVs) engaging in parallel trade in any jurisdiction in the world, including the Wholesale Distribution Territory or (C) engaging in the Competing Business from Germany, Italy, China or any other jurisdiction to pharmacies, patients, doctors, health centers and hospitals in the Wholesale Distribution Territory in a manner materially consistent with respect the conduct of such businesses during the twelve (12) months preceding the Closing Date; (vi) the activities contemplated by Section 5.29(b)(vi) of the Seller Disclosure Letter. (vii) the wholesale distribution of Products to pharmacies owned and operated by Seller and its Subsidiaries in any business jurisdiction, including in the Wholesale Distribution Territory, which the Company pharmacies were acquired by Seller or any of its subsidiaries is then engaged or, Subsidiaries as part of an acquisition of a pharmacy chain which prior to the then existing knowledge such acquisition acquired all or any portion of the Executive, proposes to engage; its Products through vertically integrated self-distribution or (iii) induce or encourage any employee through an Affiliate of the Company such pharmacy chain that was also acquired by Seller or any of its subsidiaries Subsidiaries as part of such pharmacy chain acquisition to leave the employ of the Company same extent such self-distribution occurred prior to such acquisition; or (viii) Seller or any of its subsidiaries; providedAffiliates from owning Buyer Stock or acquiring Buyer Stock in accordance with the terms set forth in any of the Ancillary Agreements. (c) Seller agrees and acknowledges, on behalf of itself and its Affiliates, that (i) Buyer is relying to its detriment on the Executive may, solely as an investment, hold 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 5.29 in connection with entering into this Agreement and consummating the time period of restriction set forth above, are fair transactions contemplated by this Agreement and reasonable the Ancillary Agreements 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 5.29, (ii) the enforcement of any covenants set forth in this Section 5.29 against Seller or its Affiliates would not impose any parts hereof shall be held undue burden upon Seller or its Affiliates and (iii) none of the covenants set forth in this Section 5.29 are unreasonable as to be invalid duration or unenforceable, scope as of 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 date 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 courtAgreement.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during (a) During the Term term of the Executive’s 's employment hereunder by the Company, and for a period of one until January 31, 2013 (1) year thereafterthe “NonCompete Period”), the Executive shall not, directly or indirectly: (i) own any interest in, operateas an individual proprietor, joinpartner, control or participate as a partnerstockholder, officer, executive, director, principaljoint venturer, officer or agent ofinvestor, enter into the employment of, act as a consultant tolender, or perform in any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company or any of its subsidiaries other capacity whatsoever (other than on behalf as a holder of not more than one percent (1%) of the total outstanding stock of a publicly held company), engage in a business that competes with the business of the Company) with respect to any business in which the Company or any of its subsidiaries is then engaged or; provided, to the then existing knowledge of however, that if the Executive, proposes ’s employment is terminated pursuant to engage; paragraphs 5(a)(i) or (iii) induce hereof, then the NonCompete Period shall terminate 12 months after the date of the termination of the Executive’s employment. (b) During the term of the Executive's employment by the Company, and until January 31, 2013, the Executive shall not, directly or encourage indirectly: (1) solicit or induce, or attempt to induce, any employee other person or entity having any continuing or periodic contractual relationship with the Company to terminate, reduce or materially alter their relationship with, or otherwise cease negotiations and/or business activity with, the Company; or (2) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any persons who had a contractual relationship with the Company or with whom the Company was involved in negotiating any of its subsidiaries to leave the employ such relationship within six (6) months of the Company effective date of termination, and with whom the Executive, while employed by the Company, had significant personal contacts or any relationships. (c) The restrictions contained in this Section 8 are necessary for the protection of its subsidiaries; providedthe trade secrets, that proprietary information and contractual relationships of the Company, all of which the Executive mayacknowledges may be disclosed to the Executive while in the Company's employ, solely as an investmentand are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 8 shall cause the Company substantial and irrevocable damage and therefore, hold not more than five percent (5%) of in the combined voting securities event of any publicly-traded corporation such breach, the Executive agrees that (i) he shall forfeit his right to receive the balance of any compensation due him under this Agreement, and (ii) the Option shall be void and of no further force or effect, and in addition to any other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief, without the need to post a bond or other business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenantsecurity.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions (d) If any restriction 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 8 is found by a court of competent jurisdiction to exceed be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum restrictiveness such court deems reasonable and period of time, range of activities or geographic areas as to which it may be 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; Non-Solicitation. The Executive 6.6.1 In consideration of the benefits of this Agreement to Seller and in order to induce Purchaser to enter into this Agreement, each of IMC Global and Seller, jointly and severally, hereby covenants and agrees that during from and after the Term Closing and until the third anniversary of the Executive’s employment hereunder and for a period of one (1) year thereafterClosing Date, Executive it shall not, and shall cause its subsidiaries not to, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, stockholder, director, principalconsultant, officer joint venturer, investor or agent in any other capacity, engage in, or own, manage, operate or control, or participate in the ownership, management, operation or control of, enter into any business or entity which engages anywhere in the employment ofUnited States of America in (x) the sale of crop production inputs and services at retail or (y) the sale of the crop production inputs set forth in Schedule 6. 6.1 at wholesale (a "Competing Business"); provided, act however, that nothing herein shall prohibit IMC Global, Seller or any of their subsidiaries from (i) owning not more than 5.0% of any class of securities of a publicly traded entity in a Competing Business, (ii) acquiring and following such acquisition, actively engaging in, any business enterprise partially engaged in a Competing Business, so long as not more than 20% of the fair market value of such business, as determined in good faith by the Board of Directors of IMC Global and certified to Purchaser by an officer of IMC Global, is attributable to such Competing Business, (iii) acquiring, and following such acquisition, actively engaging in, any business enterprise partially engaged in a Competing Business, provided that if more than 20% of the fair market value of such business, as determined in good faith by the Board of Directors of IMC Global and certified to Purchaser by an officer of IMC Global, is attributable to such Competing Business, then such business shall divest itself of the subsidiary, division, group, franchise or segment which engages in such Competing Business as soon as practicable after the date of such acquisition, and provided, further, that with respect to any purchase intended to be accounted for as a consultant pooling of interests under GAAP or treated for federal income tax purposes as a tax-free reorganization, no such divestiture shall be required until, in the reasonable opinion of the acquiror, such divestiture would no longer endanger the accounting of such acquisition as a pooling of interests under GAAP or the treatment for federal income tax purposes of such acquisition as a tax-free reorganization, or (iv) engaging in any activity or services of the type currently being performed by IMC Global, Seller and their Affiliates (other than any Company Member). 6.6.2 From the date hereof until the third anniversary of the Closing Date, each of IMC Global and Seller, jointly and severally, shall not, and shall cause its subsidiaries and representatives not to, without prior written approval of Purchaser, directly or perform indirectly, solicit for employment any services for current officer, senior manager, general manager, sales or technical employee of the Company; provided, however, that the foregoing shall not prevent IMC Global, Seller or any entity of their Affiliates from hiring any such person (each a “Competing Entity”i) which has material operations which compete who contacts the IMC Global, Seller or their Affiliates on his or her own initiative without solicitation from any of IMC Global, Seller or their Affiliates, (ii) in connection with any business general employment advertisements published in which magazines, journals, newspapers and other publications that are not targeted at the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company 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; 's employees or (iii) induce or encourage any employee of who has been discharged by the Company or prior to any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 Covenantsuch solicitation.” 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; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for (a) For a period beginning on the Closing Date (the “Commencement Date”) until the date that is twenty-four (24) months after the Commencement Date, each of one (1) year thereafterPurchaser and Egide will not, Executive shall notand will cause their respective stockholders and Affiliates not to, directly or indirectly: (i) own any interest in, own, acquire, manage, operate, join, control or participate as a partnerin the ownership, directormanagement, principaloperation or control of any business, officer whether in corporate, proprietorship or agent ofpartnership form or otherwise, enter into the employment of, act as a consultant tothat is engaged in, or perform any services otherwise competes with, the remaining businesses of Seller, as presently conducted or presently proposed to be conducted during such twenty-four (24) month term, anywhere where Seller’s remaining business is presently conducted, presently proposed to be conducted or conducted during such twenty-four (24) month term; provided, however, that in no event shall this limitation apply to the business of online pari-mutuel wagering on thoroughbred, harness or greyhound racing. The Parties hereto specifically acknowledge and agree that the remedy at law for any entity (each a “Competing Entity”) which has material operations which compete with breach of the foregoing may be inadequate and that Seller, in addition to any business in which other relief available to it, will be entitled to seek temporary and permanent injunctive relief without the Company necessity of proving actual damage or posting any bond whatsoever. Nothing herein contained shall be deemed to prohibit Purchaser, Egide or any of its subsidiaries is then engaged orrespective stockholders and Affiliates from investing funds, to solely on a passive basis, in securities of a corporation or partnership, regardless of its business, if the then existing knowledge securities of such corporation or partnership are listed for trading on a national stock exchange or are traded in the Executiveover-the-counter market and the holdings of Purchaser, proposes to engage; (ii) solicit any customer or client of the Company Egide or any of its subsidiaries respective stockholders and Affiliates therein represent less than 5% of the total number of shares or principal amount of other securities of such corporation or partnership outstanding. (other than b) For a period beginning on the Commencement Date until the date which is twenty-four (24) months after the Commencement Date, each of Purchaser and Egide will not, and will cause their respective directors, officers, employees, stockholders and Affiliates not to, without the written consent of Seller, directly or indirectly, for its own account or on behalf of the Companyany other Person, (i) with respect to hire any business in which the Company person who is then an employee of Seller or any of its subsidiaries is then engaged orAffiliates, or induce or attempt to the then existing knowledge induce any employee to leave his or her employment with Seller or any of the Executive, proposes to engageits Affiliates; or (iiiii) cause, induce or encourage any employee material actual or prospective client, customer, supplier or licensor of the Company remaining businesses of Seller, as presently conducted or presently proposed to be conducted, (including any existing or former customer of Seller or any of its subsidiaries to leave the employ Person that becomes a client or customer of the Company remaining businesses of Seller after the Closing) or any other Person who has a material business relationship with the remaining businesses of its subsidiaries; providedSeller, that the Executive may, solely as an investment, hold not more than five percent to terminate or modify any such actual or prospective relationship. (5%c) 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 Parties hereto agree that, notwithstanding the foregoing, if 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 enforceabledetermines that a specified time period, the a specified geographical area, a specified business limitation or any other relevant feature of this Section 6.9 is unreasonable, arbitrary or against public policy, then a lesser time period and/or area of restriction and/or related aspects deemed reasonable and enforceable period, geographical area, business limitation or other relevant feature which is determined by such court shall become to be reasonable, not arbitrary and thereafter not against public policy may be enforced against the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtapplicable Party.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees a. You agree that during the Term your employment you acquired an intimate knowledge of the Executive’s employment hereunder business operations of Insperity and that separate and apart from your legal advice to Insperity you also assisted Insperity in making certain business decisions. You further agree that you will continue to assist Insperity in making, and provide advice with respect to, certain business decisions while providing Consulting Services, which may include assistance and advice that is legal in nature. You and Insperity agree to the non-competition and non-solicitation provisions of this Section 9: (i) in consideration for a period access to the Proprietary Information (as defined above in Section 7) provided by Insperity to you; and (ii) to protect the Proprietary Information of one Insperity disclosed or entrusted to you by Insperity or created or developed by you for Insperity, the business goodwill of Insperity developed through your efforts and the business opportunities disclosed or entrusted to you by Insperity. b. Subject to the exceptions set forth in Section 9(c), you expressly covenant and agree that, during the Non-Compete Period: (1i) year thereafteryou will refrain from carrying on or engaging in, Executive shall directly or indirectly, any Competing Business in the Restricted Area; and (ii) you will not, directly or indirectly: (i) own any interest in, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate as in or loan money to, sell or lease equipment to or sell or lease real property to any person or entity that engages in a partnerCompeting Business in the Restricted Area. c. Notwithstanding the restrictions contained in Section 9(b), directoryou may own an aggregate of not more than 1% of the outstanding capital stock or other equity security of any class of any corporation or other entity engaged in a Competing Business, principalif such capital stock or other equity security is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, officer without violating the provisions of Section 9(b) above, provided that you do not have the power, directly or agent ofindirectly, enter into to control or direct the management or affairs of any such corporation or other entity and are not involved in the management of such corporation or entity. d. You further expressly covenant and agrees that, during the Non-Solicit Period, you will not: (i) engage or employ, or solicit or contact with a view to the engagement or employment of, act as a consultant to, any person who is an officer or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company employee of Insperity; or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from Insperity any person who or which is or was a customer of Insperity, during the Term or client of the Company two years prior to the Effective Date, and either (x) about which you received Proprietary Information or any of its subsidiaries (other than y) with which you had contact or dealings on behalf of the Company) Insperity. e. You expressly recognize that you will be provided with respect access to any business in which the Company or any Proprietary Information and trade secrets as part of its subsidiaries is then engaged or, to the then existing knowledge your performance of the Executive, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, Consulting Services and that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or other business entity. The foregoing restrictive 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, Agreement are fair and reasonable and are reasonably required for the protection necessary in light of the legitimate business your role and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement access to the foregoingProprietary Information. f. You and Insperity agree that Section 9 is limited to circumstances that comply with the applicable rules of professional responsibility for attorneys. g. For purposes of Section 9, references to Insperity shall include its affiliates and subsidiaries. In the event that, notwithstanding the foregoing, any of the provisions of As used in this Section 6.1 or any parts hereof shall be held to be invalid or unenforceableAgreement, the remaining provisions or parts hereof following terms shall nevertheless continue to be valid and enforceable as though have 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.following meanings:

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) During the period beginning on the Closing Date and agrees ending two (2) years following the Closing (the “Restricted Period”), neither Seller nor AHG, nor any of their respective Subsidiaries (excluding, for the avoidance of doubt, the Company and the Company Subsidiaries), shall directly or indirectly, without the prior written consent of Buyer, engage in, or manage, operate, Control, make an investment in or own an equity interest in, any entity that is engaged in, a Competing Business; provided that this Section 6.13(a) shall not prohibit (i) the acquisition of an equity interest -69- up to (but not more than) 5% in any publicly-traded Person whose equity interests are listed on a nationally or internationally recognized securities exchange; (ii) the acquisition of any entity or enterprise engaged in a Competing Business, so long as Seller (or AHG or any other relevant Subsidiary) shall not materially expand such Competing Business during the Term Restricted Period and so long as Seller (or AHG or any other relevant Subsidiary) gives Buyer an option to purchase the Competing Business at fair market value within six (6) months following the acquisition; (iii) Seller’s or its Subsidiaries’ activities under the Ancillary Agreements or any other Contracts with the Company or any of the ExecutiveCompany Subsidiaries, or (iv) engagement in a Competing Business if (1) Seller (or AHG or any other relevant Subsidiary) or substantially all of its (or AHG’s employment hereunder or any other relevant Subsidiary’s) assets is acquired by an unrelated company or enterprise already involved in a Competing Business that does not derive more than fifteen percent (15%) of its total revenues from such Competing Business, and for (2) the purchaser consolidates Seller’s (or AHG’s or any other relevant Subsidiary’s) operations with its own (including the Competing Business). For the avoidance of doubt, in the event that Seller (or AHG or any other relevant Subsidiary) is acquired by a purchaser that either is not engaged in a Competing Business, or which derives more than fifteen percent (15%) of its net revenues from a Competing Business, then the restrictions of this Section 6.13(a) shall continue to apply to Seller, AHG and their respective Subsidiaries, though not to the acquiring company or its other Affiliates. (b) During the period of beginning on the Closing Date and ending one (1) year thereafterfollowing the Closing, Executive (A) neither Seller nor AHG shall not(and shall each ensure that none of its Subsidiaries (excluding, for the avoidance of doubt, the Company and the Company Subsidiaries) shall), directly or indirectly: , (i) own any interest ininduce, operateencourage, join, control persuade or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 Company Subsidiary to terminate his or her employment with the Company or any Company Subsidiary or accept any other position or employment with Seller, AHG or any of its subsidiaries to leave the employ their respective Subsidiaries, and (ii) hire or assist any other Person in hiring, as an officer, employee, consultant, independent contractor or otherwise, any employee of the Company or any of its subsidiariesCompany Subsidiary who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employee; provided, however, that nothing in this Section 6.13(b) shall prevent Seller, AHG or any of their respective Subsidiaries from hiring any employee whose employment was terminated by the Executive mayCompany or any Company Subsidiary or the employee after 180 days from the date of termination, solely and (B) Buyer and its Affiliates shall not, and shall ensure that none of their respective Subsidiaries (including, for the avoidance of doubt, the Company and the Company Subsidiaries) shall, directly or indirectly, (i) induce, encourage, persuade or solicit any employee of the Seller or any of Seller Subsidiary (the “Covered Employees”), to terminate his or her employment with the Seller or any of Seller’s Subsidiaries or accept any other position or employment with Buyer or any of its Subsidiaries, and (ii) hire or assist any other Person in hiring, as an investmentofficer, hold employee, consultant, independent contractor or otherwise, any Covered Employee who has left such employment, except pursuant to a general solicitation which is not more than five percent directed specifically to any such employee; provided, however, that nothing in this Section 6.13(b) shall prevent Buyer, its Affiliates, or any of their respective Subsidiaries from hiring any Covered Employee whose employment was terminated by Seller or any of Seller’s Subsidiaries or the Covered Employee after 180 days from the date of termination. -70- (5%c) 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 parties acknowledge that the restrictions set forth contained in this Section 6.1, including without limitation the time period of restriction set forth above, 6.13 are fair and reasonable and are reasonably required for the protection of necessary to protect the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered each party and constitute a material inducement to each party to enter into this Agreement absent Executive’s agreement to and consummate the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of transactions contemplated by 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 hereinAgreement. In the event that any provision of covenant contained in this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall 6.13 should ever be declared by a court of competent jurisdiction adjudicated to exceed the maximum restrictiveness time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such court deems reasonable covenant, and enforceablesuch covenant shall be deemed reformed, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by in such court shall become and thereafter be jurisdiction to the maximum restrictions time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.13 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such regardcovenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and the provisions of the Restrictive Covenant any such invalidity or unenforceability in any jurisdiction shall remain enforceable to the fullest extent deemed reasonable by not invalidate or render unenforceable such court.covenant or provision in any other jurisdiction. ARTICLE VII

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and (a) Subject to Section 6.03(h), for a period of one five (15) year thereafteryears following the Closing (the “Restricted Period”), Executive Seller Parties shall not, and shall not permit any of their Subsidiaries (collectively, the “Restricted Entities”) to, directly or indirectly: , own, control or operate any equipment or assets anywhere within the United States that convert Hot Rolled Black or Hot Rolled Pickled & Oiled steel coils into temper passed or stretcher-leveled sheet or plate product that falls within a thickness range of 0.0625” through 1.000” and a width range of 48” through 96” (the “Restricted Products”), nor shall any Restricted Entity employ outside toll processing services to convert material owned by any Restricted Entity into Restricted Products; provided, that Restricted Entities shall be permitted to provide Restricted Products to their existing customers in quantities substantially similar to those provided prior to the Closing (including through toll processing services). In the event that a Restricted Entity wishes to provide Restricted Products in truckload quantities to new customers or to existing customers outside of current supply arrangements, the Restricted Entity shall first provide to Buyer the opportunity to provide such Restricted Products to the Restricted Entity at prevailing market rates. In the event that Buyer declines to provide such Restricted Products, the Restricted Entity shall be free to source such Restricted Products from alternate suppliers. (b) In addition, during the Restricted Period, if a Restricted Entity wishes to obtain the capability to produce Restricted Products at a facility which lies outside a 250-mile radius of (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; Acquired Facilities and (ii) solicit any customer or client of the Company or any of its subsidiaries Buyer’s facilities (other than on behalf such Buyer facilities being located in Xxxxxxx, Arkansas; Decatur, Alabama; and Sinton, Texas), the Restricted Entity shall have the right to ask permission from Buyer for a waiver from the provisions of this paragraph. Buyer shall be under no obligation to grant any such waiver. (c) During the Company) with respect to any business in which Restricted Period the Company or any of its subsidiaries is then engaged orRestricted Entities shall not cause, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee material client, customer, supplier or licensor of the Company Business at the Acquired Facilities as of the Closing Date, or any of its subsidiaries to leave other Person who has a material business relationship with the employ Business at the Acquired Facilities as of the Company Closing Date, to terminate or modify any of its subsidiaries; providedsuch relationship. (d) Notwithstanding the foregoing, that the Executive maya Seller Party may own, directly or indirectly, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-Person traded corporation on any national securities exchange if such Seller Party is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person. Notwithstanding anything to the contrary herein, this Section 6.05 shall not apply to any Buyer Stock that Seller or its Affiliates may acquire pursuant to this Agreement. During the Restricted Period, neither Seller nor its Affiliates shall acquire any additional Buyer Stock. (e) During the Restricted Period, Seller Parties shall not, and shall not permit any of their Affiliates (unless otherwise mutually agreed by Buyer and Seller Parties) to, directly or indirectly, solicit any person who is offered employment by Buyer pursuant to Section 6.03 or, to the extent any such person accepts such offer of employment, encourage any such person to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such person; provided, that nothing in this Section 6.05(e) shall prevent the Seller Parties or any of their Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (f) The Seller Parties acknowledge that a breach or threatened breach of this Section 6.05 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by the Seller Parties of any such obligations, Buyer shall, in addition to any and all other business entity. rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (g) 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 Seller Parties acknowledge that the restrictions set forth contained in this Section 6.1, including without limitation the time period of restriction set forth above, 6.05 are fair and reasonable and are reasonably required for the protection of necessary to protect the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered Buyer and constitute a material inducement to Buyer to enter into this Agreement absent Executive’s agreement to and consummate the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of transactions contemplated by 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 hereinAgreement. In the event that any provision of covenant contained in this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall 6.05 should ever be declared by a court of competent jurisdiction adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum restrictiveness time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.05 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such court deems reasonable covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and enforceableany such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (h) After the Closing, the time period and/or area Seller Parties shall not operate or conduct any business at the Inventory Facilities except (i) for the benefit of restriction and/or related aspects deemed reasonable and enforceable by such court Buyer or (ii) with the prior written consent of Buyer, which consent shall become and thereafter not be unreasonably withheld or delayed, solely if the maximum restrictions in such regard, and Seller provides prior written request that it has unexpected support issues for its Affiliates which need to be fulfilled at the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtInventory Facilities on a limited basis.

Non-Competition; Non-Solicitation. The Executive hereby and the Company agree to the non-competition and non-solicitation provisions of this Article VIII (i) as part of the consideration for the compensation and benefits to be paid to Executive hereunder, (ii) to protect the trade secrets and confidential information of the Company or its affiliates disclosed or entrusted to Executive by the Company or its affiliates or created or developed by Executive for the Company or its affiliates, the business goodwill of the Company or its affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its affiliates and (iii) as an additional incentive for the Company to enter into this Agreement. (a) Subject to the exceptions set forth in section 8.2(b) below, Executive expressly covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one Prohibited Period (1i) year thereafter, Executive shall nothe will refrain from carrying on or engaging in, directly or indirectly: , any Competing Business in the Restricted Area and (iii) own any interest inhe will not, and he will cause his affiliates not to, directly or indirectly, own, manage, operate, join, become an employee of, control or participate in or be connected with or loan money to, sell or lease equipment to or sell or lease real property to any business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the Restricted Area; provided, however, for purposes of this Section 8.2(a) only, in the event Executive terminates his employment pursuant to Section 3.3. for any reason other than Good Reason, Executive’s Prohibited Period will end on the Executive’s Date of Termination; provided, further, however, that Executive shall be subject to the covenants set forth in this Section 8.2(a) in such case during the Prohibited Period, for so long as, but only so long as, during each month of the Prohibited Period the Company pays the Executive 1/24 of the amount (prorated for partial months) he would have received pursuant to Section 7.2(c) if Executive was entitled to a payment pursuant to Section 7.2(c) (it being acknowledged that the Executive’s responsibility to comply with the covenants of this Section 8.2(a) shall end as of the month the Company fails to make the payment contemplated by this proviso and that the Company has the right to stop such payments whenever it so chooses). (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive or any of his affiliates may own an aggregate of not more than 2.5% of the outstanding stock of any class of any corporation engaged in a partnerCompeting Business, directorif such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, principalwithout violating the provisions of Section 8.2(a), officer provided that neither Executive nor any of his affiliates has the power, directly or agent ofindirectly, enter into to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, he will not, and he will cause his affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of, act as a consultant to, any person who is an officer or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 their respective affiliates or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company or any of their respective subsidiaries any person who or which is a customer of any of such entities during the period during which Executive is employed by the Company. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to leave (A) an officer or employee whose employment has been involuntarily terminated by his or her employer (other than for cause), (B) an officer or employee who has voluntarily terminated employment with the employ Company and their respective affiliates and who has not been employed by any of such entities for at least one year, (C) an employee who is paid on an hourly basis, or (D) an officer or employee who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent their respective affiliates. (5%d) 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 may seek 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 written consent of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement , which may be withheld for any or no reason, to the foregoing. In the event that, notwithstanding the foregoing, any of waive the provisions of this Article VIII on a case by case basis. (e) The restrictions contained in Section 6.1 8.2 shall not apply to any product or any parts hereof shall be held to be invalid or unenforceable, services that the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though Company provided during the invalid or unenforceable portions or parts had not been included herein. In Executive’s employment but that the event that any provision Company no longer provides at the Date 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 courtTermination.

Non-Competition; Non-Solicitation. The Executive hereby covenants acknowledges that the highly competitive nature of the Company’s business, Executive’s position with the Company, and agrees that the Confidential Information, Company Relationships, training, and goodwill provided to Executive during the Employment Term, including for the avoidance of doubt the Confidential Information, that the Company agrees to provide Executive during the Employment Term under Section 7, each support Executive’s promises not to compete with the Company, and not to solicit or interfere with the Company’s relationships with its customers and employees, as stated below in the rest of this Section 9, within the “Restricted Area,” which shall mean the geographic areas set forth on Exhibit A, during the “Restricted Period,” which includes the Employment Term through the date that is: (i) twenty-four (24) months following the date that Executive is no longer employed by the Company or any other member of the Executive’s Company Group; or (ii) if Executive is terminated or resigns from employment hereunder in the manner and during the time period described in Section 6(c)(iv) above, thirty-six (36) months following the Termination Date; provided, however, in no event will the limitations described in Section 9(a) or 9(c) below apply to activities within that portion of the Restricted Area within the State of Louisiana for a any period following the date that is twenty-four (24) months following the date that Executive is no longer employed by any member of one the Company Group. (1a) year thereafterDuring the Restricted Period and in or with respect to the Restricted Area, Executive shall will not engage in or carry on, directly or indirectly, a “Competing Business,” which means a business similar to and competitive with the business of the Company or any other member of the Company Group for which Executive performs services, including any business engaged in: (i) well construction, well intervention integrity, subsea well access, well flow management and production solutions similar to those divisions of the Company Group that engage in such activities, (ii) the business conducted by any other Company Group divisions in operation during the Employment Term for which Executive has direct or indirect responsibility, and (iii) any other business involving the Company Group’s current and planned (future) business, bids, projects, contracts, and Company Relationships. Accordingly, during the Restricted Period and in or with respect to the Restricted Area, Executive will not, directly or indirectly: (i) own any interest in, own, manage, operate, join, control become employed or engaged by, partner in, control, participate as a partnerin, directorbe connected with, principal, officer loan money or agent of, enter into the employment of, act as a consultant sell or lease equipment or property to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete otherwise be affiliated with any business Competing Business. The foregoing notwithstanding, Executive may own less than two percent (2%) of the outstanding stock of any class for a Competing Business which sells its stock on a national securities exchange and if Executive is not involved in the management of such Competing Business. Further, Competing Business and Restricted Area, as defined above, shall not include any geographic areas, services, or products of the Company Group in which Executive had no responsibility, no involvement, and about which Executive had no access to Confidential Information or Company Relationships, during the last twelve (12) months of Executive’s employment with the Company. (b) During the Restricted Period and in the Restricted Area, Executive further agrees that Executive will not, directly or indirectly, interfere with the Company’s or any other member of the Company Group’s relationship with, solicit, or hire or otherwise encourage to change or leave their employment or contractor position with the Company or any other member of its subsidiaries is then the Company Group, any person currently employed by or engaged or, as a contractor to the then existing knowledge Company or any other member of the Company Group, and who was employed by or engaged by the Company or another member of the Company Group during Executive, proposes to engage; (ii) solicit ’s employment with the Company or any customer other member of the Company Group. This restriction shall not include any current or client potential employee or contractor of the Company or any of its subsidiaries (other than on behalf member of the Company) with respect Company Group for whom Executive had no responsibility, no involvement, and about whom Executive had no access to any business in which Confidential Information during the period of Executive’s employment by the Company or any other member of its subsidiaries is then engaged or, the Company Group. This restriction does not apply to postings and advertisements regarding job opportunities which are made available to the then existing knowledge public and are not directed specifically toward Company Group employees or contractors. (c) During the Restricted Period and in the Restricted Area, Executive further agrees that Executive will not, directly or indirectly, solicit business of a similar nature to that provided by the Company or any other member of the Executive, proposes to engage; or (iii) induce or encourage Company Group from any employee customer of the Company or any other member of its subsidiaries the Company Group, nor encourage or otherwise cause any current or potential customer, vendor or supplier of any member of the Company Group, including those for the Company Group’s current or planned (future) projects, bids, or contracts, to leave cease or materially change their current or potential business relationship with any member of the employ Company Group or otherwise attempt to interfere with these current or potential Company Relationships. For purposes of this Section 9(c), “current and potential customer, vendor or supplier” shall mean any entity or person with whom the Company or another member of the Company Group has been pursuing a business relationship during Executive’s employment with the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) other member of the combined voting securities of Company Group, and any publicly-traded corporation “potential business relationship” shall mean any relationship pursued by the Company or any other business entity. The foregoing covenants and agreements member of the Executive Company Group during Executive’s employment with the Company or any other member of the Company Group, including any current or planned (future) bids, projects or contracts. All of these relationships in the aggregate are referred to herein defined as the “Restrictive CovenantCompany Relationships.” The This restriction shall not include any Company Relationship for which Executive acknowledges that he has carefully read had no direct or indirect responsibility or involvement, and considered about which Executive had no access to Confidential Information during Executive’s employment with the provisions Company or any other member 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 courtGroup.

Non-Competition; Non-Solicitation. The Executive hereby covenants acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliated companies, and agrees that during to protect the Term of Company's confidential information it is necessary to enter into restrictive covenants as follows: (a) During the Executive’s employment hereunder Employment Period and for a period of one year following the date Executive ceases to be employed by the Company (1) year thereafterthe "Restricted Period"), Executive shall notnot accept employment with or render services to any Unauthorized Competitor as a director, officer, agent, employee, independent contractor or consultant In order to protect the Company's good will and other legitimate business interests, provide greater flexibility to Executive in obtaining other employment and to provide both parties with greater certainty as to their obligations hereunder, the parties agree that Executive shall not be prohibited from accepting employment anywhere in the world with any company or other enterprise except an Unauthorized Competitor. For purposes of this Agreement, an "Unauthorized Competitor" means Schlumberger Limited, Halliburton Company and Xxxxx Xxxxxx Inc., including any and all of their parents, subsidiaries, affiliates, joint ventures, divisions, successors, or assigns. Notwithstanding the foregoing, the non-competition restrictions set forth in this Section 11(a) shall not apply if the Executive terminates employment for any reason within one year following a Change of Control. Additionally, if Executive voluntarily terminates employment other than for Good Reason, the non-competition restrictions set forth in this Section 11(a) shall apply only if (i) the Company notifies the Executive of its intent to enforce the provisions of this Section 11(a) within 15 days following the Executive's Separation From Service and (ii) the Company pays the Executive a lump sum amount on the date that is 30 days following the date of the Executive's Separation From Service (if the Executive is not a Specified Employee on the date of such Separation From Service), or on the date that is six months following the Executive's Separation From Service (if the Executive is a Specified Employee on the date of such Separation From Service) with the Interest Amount credited thereon, equal to the sum of (x) the Annual Base Salary received by the Executive as of the Date of Termination and (y) the Executive's target Annual Bonus for the fiscal year during which the termination occurs. In addition, if the Executive terminates employment due to the Company's failure to extend the Employment Period pursuant to clause (iv) of the definition of "Good Reason" or if the Company terminates the Executive without Cause, then the Restricted Period shall not apply. (b) Executive further agrees that during the Restricted Period, he shall not at any time, directly or indirectly: , induce, entice, solicit or hire (or attempt to induce, entice, solicit or hire) (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 Affiliated companies to leave the employ employment of the Company or any of its subsidiaries; provided, Affiliated companies or (ii) any former employee of the Company or any of its Affiliated companies who terminated employment coincident with or within three months prior to the date of the Executive's Separation From Service. (c) Executive and the Company agree and stipulate that the Executive may, solely as an investment, hold 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 contained in this Section 6.1, including without limitation the time period of restriction set forth above, 11 are fair and reasonable in light of all the facts and are reasonably required circumstances of the relationship between Executive and the Company and agree that the consideration provided by the Company is not illusory. Executive further agrees that the restrictive covenants in this Section 11 do not prevent Executive from using and offering the skills Executive possessed before receiving the Company's confidential information. Executive and the Company also acknowledge that any amount paid under Section 5(b) (if applicable) shall be deemed paid in part as consideration for the protection of agreements contained in this Section 11. It is expressly understood and agreed that although the legitimate business Executive 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 consider the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of restrictions contained in this Section 6.1 or any parts hereof shall be held 11 to be invalid or unenforceablereasonable, 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 if a final judicial determination is made by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, that the time period and/or area of or territory or any other restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions contained in such regardthis Agreement is an unenforceable restriction against Executive, and the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Restrictive Covenant shall remain enforceable to enforceability of any of the fullest extent deemed reasonable by such courtother restrictions contained herein or the other provisions of this Agreement.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) Except as permitted by this Section 5.10, for a period of three (3) years from the Closing Date, neither Teleflex nor any of its Subsidiaries shall, directly or indirectly, engage in or hold an equity or other ownership interest in (except for ownership of not more than 5% of the outstanding shares of any publicly traded company) or manage a Person that engages in the business of marketing, selling and agrees performing component repair services for individual cold section airfoils of commercial aviation aircraft engines anywhere in the world (the “Covered Business”). This Section 5.10 shall cease to be applicable to any Person at such time as it is no longer a Subsidiary of Teleflex and shall not apply to any Person that purchases assets, operations or a business from Teleflex or one of its Subsidiaries, if such Person is not a Subsidiary of Teleflex after such transaction is consummated. (b) Notwithstanding the provisions of Section 5.10(a), and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.10(a), neither Teleflex nor any of its Subsidiaries shall be deemed to have violated the restrictions contained in Section 5.10(a) in the event that Teleflex or a Subsidiary of Teleflex acquires (by purchase of stock or assets, merger or otherwise) or invests in any Person that derived up to 25% of its aggregate net revenue during the Term last complete fiscal year of such Person (calculated on a consolidated basis) from a Covered Business; provided, however, that the entry into such Covered Business was not the principal purpose of such acquisition and that Teleflex or such Subsidiary within 9 months after the consummation of the Executive’s employment hereunder purchase or other acquisition of the Covered Business signs a definitive agreement to dispose, and subsequently disposes of Covered Business within 12 months from the date of purchase or other acquisition of such Person. (c) Each of the Seller and the Purchaser agrees that, for a period of one (1) year thereafterfrom the date hereof, Executive shall it will not, directly or indirectly: (i, solicit the employment of or, solely in respect of those Persons listed on Section 5.10(c) own of the Disclosure Letter, hire, employ or otherwise engage, any interest in, operate, join, control or participate as a partner, director, principal, current officer or agent ofkey employee (“Covered Employee”) of the Seller, enter into on the employment ofone hand, act as a consultant toand the Purchaser, on the other hand, or perform any services for any entity their respective Affiliates (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of including the Company) with respect to any business whom it comes into contact, or regarding whom it receives sensitive information, in which connection with the Company ownership 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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 operation of the Company. The Executive further acknowledges that foregoing will not prevent any party from (i) performing, or having performed on its behalf, a general solicitation for employees not specifically focused at any Covered Employee through the Company would not have entered into this Agreement absent Executive’s agreement to use of media, advertisement, electronic job boards or other general, public solicitations or (ii) soliciting or hiring any Covered Employee who has left the foregoing. In the event that, notwithstanding the foregoing, any employment of the provisions other party or its Affiliates for a period of this Section 6.1 six (6) months. This clause will not apply to a Covered Employee who is terminated without cause by the Seller or any parts hereof shall be held to be invalid the Purchaser 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 courttheir respective Affiliates.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) From and agrees that during after the Term of the Executive’s employment hereunder Closing, Seller and for a period of one (1) year thereafter, Executive its Affiliates shall not, directly or indirectly: (i) own any interest in, operatepromote, joinmarket, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, render or perform any consulting services for any entity a period of four (each a 4) years from the Closing Date for Telco Restricted Clients (as defined in Article XI) in Europe, Brazil or the Middle East (collectively, the “Competing EntityTelco Restricted Areas”). (b) which has material operations which compete with any business in which Notwithstanding the Company foregoing or any of its subsidiaries is then engaged or, anything herein to the then existing knowledge of the Executivecontrary, proposes to engage; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold 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, 10.07(a) shall not apply to the extent a client outside of the Telco Restricted Areas (including without limitation the time period of restriction set forth abovea business unit, are fair and reasonable and are reasonably required for the protection office or company operation located outside of the legitimate business Telco Restricted Areas that is part of an organization headquartered in the Telco Restricted Areas) and economic interests for whom Seller or any of its Affiliates is performing consulting services outside of the Company. The Executive further acknowledges that Telco Restricted Areas requests Seller or any of its Affiliates to perform additional consulting services in the Company would not have entered into this Agreement absent Executive’s agreement Telco Restricted Areas. (c) Seller and its Affiliates shall be free to the foregoingconduct their operations without any other restrictions except for those specifically provided for in Section 10.07(a). In the event thatthat Parent sells substantially all of its assets to a third party or more than 50% of its outstanding capital stock is purchased by a third party prior to the fourth anniversary of the Closing Date, notwithstanding this Section 10.07 shall not apply to such third party purchaser and its Affiliates, excluding Seller, Parent and DiamondCluster International Limited, after such sale. (d) Promoting, marketing, rendering or performing the foregoingprohibited consulting services under this Section 10.07 shall include: owning, managing, operating or controlling any Person that provides or performs such prohibited consulting services (provided, however, this provision shall not prevent Seller or any Affiliate from owning, directly or indirectly, up to 5% of any class of publicly traded securities of any Person); persuading or attempting to persuade any Telco Restricted Client not to purchase any consulting services provided by the Companies, Buyer or any of its Affiliates; and disclosing, furnishing, or making accessible to any Person any proprietary information or trade secrets of the Companies related to consulting for Telco Restricted Clients (other than as required by law, provided Seller promptly notifies Buyer so that Buyer may seek to obtain a protective order or similar remedy). (e) From and after the Closing until the third anniversary of the Closing Date, Seller and its Affiliates shall not solicit or hire, or assist in the solicitation or hiring of, (i) any person who is an employee of the Companies immediately prior to the Closing and becomes an employee of Buyer or any of its Affiliates upon the Closing as a result of the transactions contemplated hereunder or (ii) any employee of the Buyer or any Mxxxxx MC Affiliate in the United Kingdom, Ireland or India who performs consulting services for clients in the telecommunications industry in the United Kingdom, Ireland or India; provided, however, that (A) if an employee is involuntarily terminated by Buyer or any of its Affiliates, the restrictions in the foregoing clauses (i) and (ii) shall not apply to such employee after the effective date of such termination, and (B) if an employee voluntarily terminates his or her employment with Buyer or any of its Affiliates, the restrictions in the foregoing clause (ii) shall not apply to such employee after the six-month anniversary of such termination. From and after the Closing until the third anniversary of the Closing Date, Buyer and its MC Affiliates shall not solicit or hire, or assist in the solicitation or hiring of, any person who is an employee of the Seller or any of its Affiliates in the United Kingdom, Ireland or India who performs consulting services for clients in the telecommunications industry in the United Kingdom, Ireland or India; provided, however, that (A) if an employee is involuntarily terminated by Seller or any of its Affiliates, the foregoing restriction shall not apply to such employee after the effective date of such termination, and (B) if an employee voluntarily terminates his or her employment with Seller or any of its Affiliates, the foregoing restriction shall not apply to such employee after the six-month anniversary of such termination. (f) It is the intent of the parties to this Agreement that the provisions of this Section 6.1 or any parts hereof 10.07 shall be held enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 10.07 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the remaining provisions minimum extent necessary to render such provision or parts hereof shall nevertheless continue to be portion valid and enforceable as though enforceable, such amendment to apply only with respect to the invalid operation of such provision or unenforceable portions portion in the particular jurisdiction in which such adjudication is made. The parties acknowledge that damages and remedies at law for any breach or parts had not been included herein. In the event that any provision threatened breach of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects 10.07 may be inadequate and that Buyer shall be declared by entitled to specific performance and other equitable remedies (including an injunction) and such other relief as a court of competent jurisdiction or tribunal may deem appropriate in addition 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 courtany other remedies Buyer may have.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and (a) Subject to Section 6.03(h), for a period of one five (15) year thereafteryears following the Closing (the “Restricted Period”), Executive Seller Parties shall not, and shall not permit any of their Subsidiaries (collectively, the “Restricted Entities”) to, directly or indirectly: , own, control or operate any equipment or assets anywhere within the United States that convert Hot Rolled Black or Hot Rolled Pickled & Oiled steel coils into temper passed or stretcher-leveled sheet or plate product that falls within a thickness range of 0.0625” through 1.000” and a width range of 48” through 96” (the “Restricted Products”), nor shall any Restricted Entity employ outside toll processing services to convert material owned by any Restricted Entity into Restricted Products; provided, that Restricted Entities shall be permitted to provide Restricted Products to their existing customers in quantities substantially similar to those provided prior to the Closing (including through toll processing services). In the event that a Restricted Entity wishes to provide Restricted Products in truckload quantities to new customers or to existing customers outside of current supply arrangements, the Restricted Entity shall first provide to Buyer the opportunity to provide such Restricted Products to the Restricted Entity at prevailing market rates. In the event that Buyer declines to provide such Restricted Products, the Restricted Entity shall be free to source such Restricted Products from alternate suppliers. (b) In addition, during the Restricted Period, if a Restricted Entity wishes to obtain the capability to produce Restricted Products at a facility which lies outside a 250-mile radius of (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; Acquired Facilities and (ii) solicit any customer or client of the Company or any of its subsidiaries Buyer’s facilities (other than on behalf such Buyer facilities being located in Hickman, Arkansas; Decatur, Alabama; and Sinton, Texas), the Restricted Entity shall have the right to ask permission from Buyer for a waiver from the provisions of this paragraph. Buyer shall be under no obligation to grant any such waiver. (c) During the Company) with respect to any business in which Restricted Period the Company or any of its subsidiaries is then engaged orRestricted Entities shall not cause, to the then existing knowledge of the Executive, proposes to engage; or (iii) induce or encourage any employee material client, customer, supplier or licensor of the Company Business at the Acquired Facilities as of the Closing Date, or any of its subsidiaries to leave other Person who has a material business relationship with the employ Business at the Acquired Facilities as of the Company Closing Date, to terminate or modify any of its subsidiaries; providedsuch relationship. (d) Notwithstanding the foregoing, that the Executive maya Seller Party may own, directly or indirectly, solely as an investment, hold not more than five percent (5%) of the combined voting securities of any publicly-Person traded corporation on any national securities exchange if such Seller Party is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person. Notwithstanding anything to the contrary herein, this Section 6.05 shall not apply to any Buyer Stock that Seller or its Affiliates may acquire pursuant to this Agreement. During the Restricted Period, neither Seller nor its Affiliates shall acquire any additional Buyer Stock. (e) During the Restricted Period, Seller Parties shall not, and shall not permit any of their Affiliates (unless otherwise mutually agreed by Buyer and Seller Parties) to, directly or indirectly, solicit any person who is offered employment by Buyer pursuant to Section 6.03 or, to the extent any such person accepts such offer of employment, encourage any such person to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such person; provided, that nothing in this Section 6.05(e) shall prevent the Seller Parties or any of their Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (f) The Seller Parties acknowledge that a breach or threatened breach of this Section 6.05 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by the Seller Parties of any such obligations, Buyer shall, in addition to any and all other business entity. rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (g) 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 Seller Parties acknowledge that the restrictions set forth contained in this Section 6.1, including without limitation the time period of restriction set forth above, 6.05 are fair and reasonable and are reasonably required for the protection of necessary to protect the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered Buyer and constitute a material inducement to Buyer to enter into this Agreement absent Executive’s agreement to and consummate the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of transactions contemplated by 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 hereinAgreement. In the event that any provision of covenant contained in this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall 6.05 should ever be declared by a court of competent jurisdiction adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum restrictiveness time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.05 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such court deems reasonable covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and enforceableany such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (h) After the Closing, the time period and/or area Seller Parties shall not operate or conduct any business at the Inventory Facilities except (i) for the benefit of restriction and/or related aspects deemed reasonable and enforceable by such court Buyer or (ii) with the prior written consent of Buyer, which consent shall become and thereafter not be unreasonably withheld or delayed, solely if the maximum restrictions in such regard, and Seller provides prior written request that it has unexpected support issues for its Affiliates which need to be fulfilled at the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtInventory Facilities on a limited basis.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for (A) For a period of one beginning on the Closing Date (1the “Commencement Date”) year thereafteruntil the date which is 24 months after the Commencement Date (such date, Executive shall the “Termination Date”), Seller will not, and will cause its Subsidiaries not to, directly or indirectly: (i) own any interest in, own, manage, operate, join, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that competes with the Business with a product whose primary function is the provision of NAS file-sharing, as a partner, director, principal, officer or agent of, enter into such function is generally defined by the employment of, act features of Guardian OS as a consultant to, or perform any services for any entity of the Closing Date (each such business, a “Competing EntityRestricted Business”), in the United States or in those other countries to which Buyer currently ships Product to customers either directly or through distributors. Notwithstanding the foregoing, nothing in this Section 4.5(A) which has material operations which compete with any business in which shall prevent the Company Seller from the development, manufacture, sale or service of any of its subsidiaries is then engaged oriSCSI Intellectual Property Rights known as Halogen, to OnTarget Software or 700i series products, nor from the then existing knowledge development, manufacture, sale or service of any other subsystem components or systems, whether implemented in software, hardware or a combination of both. The parties hereto specifically acknowledge and agree that the remedy at law for any Breach of the Executiveforegoing may be inadequate and that Buyer, proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect in addition to any business in which other relief available to it, will be entitled to seek temporary and permanent injunctive relief. (B) From the Company Commencement Date until the Termination Date, Seller will not, and will use best efforts to cause its then current employees, directors and consultants not to, directly or any of its subsidiaries is then engaged orindirectly, to the then existing knowledge of the Executivecause, proposes to engage; or (iii) solicit, induce or encourage any employee employees of the Company or Buyer, including any of its subsidiaries Selected Employees, to leave such employment. Additionally, Seller will cooperate in good faith with Buyer regarding Buyer’s efforts to hire the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent Selected Employees pursuant to Section 8.2 hereof. (5%C) 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 parties hereto agree that, notwithstanding the foregoing, if 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 enforceabledetermines that a specified time period, the a specified geographical area, a specified business limitation or any other relevant feature of this Section 4.5 is unreasonable, arbitrary or against public policy, then a lesser time period and/or area of restriction and/or related aspects deemed reasonable and enforceable period, geographical area, business limitation or other relevant feature which is determined by such court shall become to be reasonable, not arbitrary and thereafter not against public policy may be enforced against the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtapplicable party.

Non-Competition; Non-Solicitation. The Executive hereby covenants and 8.1 From the date hereof until the end of the fifth year following the date hereof (the "Noncompete Period"), PSC agrees that during it will not, without the Term prior written consent of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall notBuyer, directly or indirectly: indirectly (i) own any interest in, operate, join, control or participate whether as a partner, venturer, shareholder, director, principal, officer or in any other capacity as principal or agent ofor through any person, enter into the employment ofcorporation, act partnership, entity or employee acting as a consultant tonominee or agent) conduct or engage in or be interested in or associated with any person, firm, association, syndicate, partnership, company, corporation, or perform any services for any other entity (each a “Competing Entity”) which has material operations which compete with any conducts or engages in the international telecommunications business in any geographic areas in which the Company Buyer or any subsidiary of its subsidiaries Buyer is then so engaged or, to the then existing knowledge of the Executive, in business or proposes to engage; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company) with respect to any engage in business in which accordance with its then-current strategic plan, nor shall PSC interfere with, disrupt or attempt to disrupt the Company relationship, contractual or any of its subsidiaries is then engaged orotherwise, 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 to leave the employ of the Company between Buyer or any of its subsidiaries, on the one hand, and any customer, supplier, lessor, lessee or employee of the Buyer or any of its subsidiaries, on the other hand; provided, however, that the Executive may, solely as an investment, hold this Section 8.1 shall not prohibit PSC from owning beneficially or of record not more than five percent (5%) % of the combined voting outstanding equity securities of any publicly-traded corporation entity whose equity securities are registered under the Securities Exchange Act of 1934, as amended, or other business entity. The foregoing covenants are listed for trading on any United States or foreign stock exchange. 8.2 It is the desire and agreements intent of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges parties 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 8 shall be held enforced to the full extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 shall be adjudicated to be invalid or unenforceable, this Section 8 shall be deemed amended to delete therefrom the remaining provisions or parts hereof shall nevertheless continue portion thus adjudicated to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In unenforceable, such deletion to apply only with respect to the event that any provision operation of this Section 6.1 relating paragraph in the particular jurisdiction in which such adjudication is made. Further, the provision that is determined to be invalid, illegal or unenforceable shall be reformed and construed to the time period and/or the area of restriction and/or related aspects shall extent permitted by law so that it will be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable valid, legal 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 maximum extent deemed reasonable by such courtpossible.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during From the Term Effective Date through the second anniversary of the Executive’s employment hereunder and Effective Date or, if earlier, the date EWCO ceases to make the Termination Payments as required by Section 2 or to provide the benefits as required by Section 3 for a period reason other than EWCO's claim that Mr. Vanella has breached Section 5 of one this Agreement (the "Restrictex Xxxx"), Xr. Vanella shall not (i) directly or indirectly engage, whether or xxx xxxx xxgagement shall be as an employee, partner, stockholder, equity holder, affiliate or other participant, in any Competitive Business, or represent in any way any Competitive Business; provided, however, that Mr. Vanella may be employed by Krauter Storage Systems as long as (1) year thereafterXx. Xxxxxla is not in breach xx, Executive xx has not previously breached, the xxxxx xxx conditions of this Agreement, including, without limitation, the provisions regarding Confidential Information set forth in Section 5(b), and (2) such employment does not have a adverse effect on the businesses of any of the Companies, as determined by any of the Boards of Directors of the Companies, in their sole and exclusive business judgment; provided that the Board of Directors making such determination shall notprovide notice to Mr. Vanella of such determination and this condition shall be satisfxxx xx, directly or indirectly: (i) own any interest inxxxhin 10 days after Mr. Vanella's receipt of such notice, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into either such adverse condition xx xxxxxxxx xn the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any sole and exclusive business in which judgment of the Company applicable Company's Board of Directors or any such employment of its subsidiaries is then engaged orMr. Vanella ceases, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit interfere with, disrupt or attempt to disruxx xxx xxxxtionship, contractual or otherwise, between the Companies and any customer customer, supplier, or client of the Company 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 to leave the employ other third party, or (iii) induce any current employee or former employee (whose employment with any of the Company Companies was terminated (by such employee or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent Companies) within one (5%1) year of the date of such inducement) of the combined voting securities Companies to terminate their employment with the Companies or cause, in any way, any employee's separation from the Companies. For purposes of this Agreement, the term "Competitive Business" shall mean any publicly-traded corporation business engaged in the design, manufacture or other business entity. The foregoing covenants and agreements sale of tubular metal products or rack storage systems in the Executive are referred to herein same markets as the “Restrictive CovenantCompanies (whether prior to or after the Effective Date).” 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; Non-Solicitation. The Executive hereby covenants (a) Sellers acknowledge that Wabtec and agrees MotivePower, Inc. currently conduct the Restricted Activities throughout the Territory. Sellers acknowledge that during to protect adequately the Term interest of Buyers in the Executive’s employment hereunder Business following the Closing, it is essential that any noncompete covenant with respect thereto cover Sellers and for a period of one any other Wabtec Group Member existing at any time after the Closing (1) year thereaftercollectively, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company or any of its subsidiaries (other than on behalf of the Company"Restricted Parties") with respect to all Restricted Activities and the entire Territory. Accordingly, except as permitted pursuant to Section 6.9(b), each Seller shall not, and shall cause any other Restricted Party not to, during the Noncompete Period, in any manner, directly or indirectly or by assisting others, engage in, have an equity or profit interest in, or render services (of an executive, marketing, manufacturing, research and development, administrative, financial or consulting nature) to any business in which the Company or that conducts, any of its subsidiaries is then engaged orthe Restricted Activities in the Territory. (b) Notwithstanding Section 6.9(a): (i) if any Person listed on SCHEDULE 6.9(b) (each, a "Competing Acquirer") acquires MotivePower, Inc., MotivePower, Inc. shall promptly notify GETS of the same and GETS shall have the right, upon six months prior written notice to Wabtec, to terminate the then existing knowledge Supply and Marketing Agreement; provided, however, that the marketing provisions of the ExecutiveSupply and Marketing Agreement shall terminate immediately upon GETS' written notice to Wabtec of its intent to terminate such agreement and provided, proposes further, that for (x) uncompleted orders at MotivePower, Inc.; (y) work quoted by MotivePower, Inc. in writing as of the Closing Date; and (z) options with respect to engagepurchase orders, contracts or quotes described in clauses (x) or (y) identified to GETS in writing as of the Closing Date, GETS shall continue to supply products pursuant to the terms and conditions of the Supply and Marketing Agreement and the IP Development and License Agreement shall continue until the completion of such projects. The obligations and covenants in Section 6.9(a) shall continue solely with respect to the physical assets and intangible property of Wabtec, but shall not apply to any Competing Acquirer. (ii) if a Competing Acquirer acquires Wabtec, Wabtec shall promptly notify GETS of the same and GETS shall have the right, upon six months prior written notice to Wabtec, to terminate (A) the Component Purchase Agreement attached hereto (the "Components Purchase Agreement") and/or (B) the Supply and Marketing Agreement; provided, however, that the marketing provisions of the Supply and Marketing Agreement shall terminate immediately upon GETS' written notice to Wabtec of its intent to terminate such agreement and provided, further, that for (x) uncompleted orders at MotivePower, Inc.; (y) work quoted by MotivePower, Inc. in writing; and (z) options with respect to purchase orders, contracts or quotes described in clauses (x) or (y) identified to GETS in writing, GETS shall continue to supply products pursuant to the terms and conditions of the Supply and Marketing Agreement and the IP Development and License Agreement shall continue until the completion of such projects. The obligations and covenants in Section 6.9(a) shall continue solely with respect to the physical assets and intangible property of Wabtec, but shall not apply to any Competing Acquirer. (iii) induce If any Person not listed on SCHEDULE 6.9(b) acquires Wabtec or encourage MotivePower, Inc., then the Component Purchase Agreement and the Supply and Marketing Agreement shall remain in full force and effect, and the obligations and covenants in Section 6.9 (a) shall continue solely with respect to the physical assets and intangible property of Wabtec, but shall not apply to any acquirer. (iv) If Wabtec or MotivePower, Inc. acquires an entity that engages in business activities that constitute Restricted Activities but such activities generate $10 million or less in revenues for the twelve months prior to the closing of the acquisition, Wabtec or MotivePower, Inc., as the case may be, shall not be in violation of the obligations and covenants in Section 6.9(a) by reason of the acquisition or operation of the entity thereafter. (v) If Wabtec or MotivePower, Inc. acquires an entity that engages in business activities that constitute Restricted Activities and such activities generate over $10 million in revenues for the twelve months prior to the closing of the acquisition, then Wabtec shall notify GETS of the same, and Wabtec or MotivePower, Inc., as the case may be, shall not be in violation of the obligations and covenants in Section 6.9(a) by reason of the acquisition or operation of the entity thereafter provided that: (A) if, within six months of the closing of such acquisition, Wabtec or MotivePower ceases to operate the portion of the newly acquired business that engages in Restricted Activities; or (B) if, at the time of the closing of such acquisition, Wabtec or MotivePower, Inc. has an executed letter of intent or purchase agreement pursuant to which Wabtec or MotivePower, Inc., as the case may be, has agreed to dispose of the entire portion of the newly-acquired business or substantially all of the portion of the newly-acquired business that engages in Restricted Activities (the "Competing Business"), and Wabtec or MotivePower, Inc., as the case may be, disposes of the Competing Business within six months of the closing of the initial acquisition; or (C) if, at the time of the closing of such acquisition, Wabtec or MotivePower, Inc. does not have an executed letter of intent or purchase agreement pursuant to which Wabtec or MotivePower, Inc. has agreed to dispose of the Competing Business, and, prior to selling such Competing Business to any third Person, Wabtec first offers to sell such Competing Business to GETS at a price and upon terms and conditions determined by Wabtec in good faith taking into consideration then current market and commercial conditions. GETS shall notify Wabtec in writing within five business days of GETS' intention to purchase the Competing Business at such price and upon such terms and conditions. If GETS elects not to purchase the Competing Business, GETS shall notify Wabtec of the same in writing within five business days of GETS' receipt of such notice, then Wabtec or MotivePower, Inc., as the case may be, shall have six months from the date of such notice to sell the Competing Business to a third Person or cease the conduct of Restricted Activities by the Competing Business, during which time Wabtec and MotivePower, Inc. shall not be in violation of the obligations and covenants in Section 6.9(a). If GETS elects to purchase the Competing Business, then Wabtec and MotivePower, Inc. shall not be in violation of the obligations and covenants in Section 6.9(a) while GETS and Wabtec negotiate a definitive purchase agreement and close the transaction, provided, however, that if such negotiations or purchase agreement are terminated by either party, then Wabtec and MotivePower, Inc. shall not be in violation of the covenants and obligations in Section 6.9(a) if Wabtec or MotivePower, Inc., as the case may be, sells the Competing Business or ceases the conduct of Restricted Activities by the Competing Business within six months of such termination. (vi) If Wabtec disposes of a division, subsidiary, affiliate or other operation, the provisions of Section 6.9(a) shall not apply to such division, subsidiary, affiliate or other operation subsequent to disposition thereof by Wabtec. (vii) To the extent MotivePower, Inc. is engaging in activities described in clauses (x), (y) or (z) of Section 6.9(b)(i) on the Closing Date, MotivePower, Inc. shall not be in violation of the obligations and covenants in Section 6.9(a) while MotivePower, Inc. completes such work in accordance with the terms of the applicable purchase order, contract, quote or bid, as the case may be. (c) Each Seller hereby agrees that it shall not, and shall cause any other Restricted Party not to, prior to the second anniversary of the Closing Date, in any manner, directly or indirectly or by assisting others, recruit or hire away or attempt to recruit or hire away, on their behalf or on behalf of any other Person, any employee of the Company or any of its subsidiaries to leave Business (other than the employ employees listed on SCHEDULE 7.4 and employees of the Company or any of its subsidiaries; provided, Business who are discharged by Buyers after the Closing Date). (d) If a judicial determination is made that the Executive may, solely as an investment, hold 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 6.9 constitutes an unreasonable or otherwise unenforceable restriction against any Restricted Party, the provisions of this Section 6.9 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable with respect to such Restricted Party. In this regard, the Parties hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the Territory, any prohibited business activity or any parts hereof shall be held time period from the coverage of this Section 6.9 and to be invalid or unenforceableapply the provisions of this Section 6.9 to the remaining portion of the Territory, the remaining provisions or parts hereof shall nevertheless continue business activities and the remaining time period not so severed by such judicial authority. Sellers agree that Buyers' election to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that pursue any provision of its equitable remedies provided in this Section 6.9 for any Restricted Party's violation of this Section 6.1 relating 6.9, including the remedy of specific enforcement, shall not preclude Buyer from recovering monetary damages as a result of such violation. The time period during which the prohibitions set forth in this Section 6.9 shall apply shall be tolled and suspended for a period equal to the aggregate time period and/or during which any Restricted Party violates such prohibitions in any respect unless monetary damages are recovered by Buyers as a result of such violation. (e) Any remedy at law for any breach of the area of restriction and/or related aspects provisions contained in this Section 6.9 shall be declared by a court of competent jurisdiction inadequate and Buyers shall be entitled 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 injunctive relief in such regard, and the provisions of the Restrictive Covenant shall remain enforceable addition to the fullest extent deemed reasonable by such courtany other remedy Buyers might have under this Agreement.

Non-Competition; Non-Solicitation. The Executive Employee hereby covenants and agrees that during the Term of the Executive’s employment hereunder this Agreement and for a period of one (1) year thereafter, Executive Employee shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the ExecutiveEmployee, proposes to engage; (ii) solicit any customer or client of the Company 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 ExecutiveEmployee, proposes to engage; or (iii) induce or encourage any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, that the Executive Employee may, solely as an investment, hold 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 Employee are referred to herein as the “Restrictive Covenant.” The Executive Employee 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 6.15.1, 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 Employee further acknowledges that the Company would not have entered into this Agreement absent ExecutiveEmployee’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 5.1 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 5.1 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. Employee and the Company agree that nothing contained in this Section 5.1 is intended to restrict Employee’s right to practice law in violation of Rule 5.6 (Restrictions on the Rights to Practice) of the Tennessee Rules of Professional Conduct.

Non-Competition; Non-Solicitation. The Executive hereby and the Company agree to the non-competition and non-solicitation provisions of this Article VIII in consideration for the Confidential Information provided by the Company to Executive pursuant to Article V of this Agreement, to protect the trade secrets and confidential information of the Company or its affiliates disclosed or entrusted to Executive by the Company or its affiliates or created or developed by Executive for the Company or its affiliates, to protect the business goodwill of the Company or its affiliates developed through the efforts of Executive and/or the business Exhibit 10.1 opportunities disclosed or entrusted to Executive by the Company or its affiliates and as an additional incentive for the Company to enter into this Agreement. (a) Subject to the exceptions set forth in Section 8.2(b) below, Executive expressly covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one Prohibited Period (1i) year thereafter, Executive shall notwill refrain from carrying on or engaging in, directly or indirectly: , any Competing Business in the Restricted Area and (iii) own any interest inExecutive will not, and Executive will cause Executive’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or loan money to, sell or lease equipment or property to, or otherwise be affiliated with any business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the Restricted Area, as Executive expressly agrees that each of the foregoing activities would represent carrying on or engaging in a partnerCompetitive Business, directoras prohibited by this Section 8.2(a). (b) Notwithstanding the restrictions contained in Section 8.2(a), principalExecutive or any of Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, officer if such stock is listed on a national securities exchange or agent ofregularly traded in the over-the-counter market by a member of a national securities exchange, enter into without violating the provisions of Section 8.2(a), provided that neither Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. (c) Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not, and Executive will cause Executive’s affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of, act as a consultant to, or perform recommend or refer to any services for any person or entity (each a “Competing Entity”) which has material operations which compete with any business in which other than the Company or any one of its subsidiaries affiliates) for engagement or employment any person who is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer an officer or client of the Company 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 affiliates or (ii) canvass, solicit, approach or entice away or cause to leave the employ of be canvassed, solicited, approached or enticed away from the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities affiliates any person or entity who or which is a customer of any publicly-traded corporation or other business entity. The foregoing covenants and agreements of such entities during the period during which 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 is employed by the Company. . (d) The Executive further acknowledges restrictions contained in Section 8.2 shall not apply to any product or service that the Company would not have entered into this Agreement absent provided during Executive’s agreement to employment but that the foregoingCompany no longer provides at the Date of Termination. In the event thatFurther, notwithstanding the foregoing, any of the other provisions of this Section 6.1 or any parts hereof 8.2, within the State of Oklahoma, the restrictions of Sections 8.2 (a) and 8.2(c)(ii) shall be held limited to be invalid preventing Executive from directly soliciting the sale of goods, services or unenforceablea combination of goods and services from any established customer of the Company, as may exist from time-to-time. (e) Before accepting employment with any other person or entity while employed by the Company or during the Prohibited Period, the remaining provisions Executive will inform such person 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 entity of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such courtrestrictions contained in this Article VIII.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during 8.1. During the Term of the Executive’s employment hereunder and for a an additional period of one (1) year thereafterfollowing the nonrenewal or termination of this Agreement, Executive agrees that, without the prior written consent of the Company: (i) he shall notnot be a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly: , own more than one (i1%) own percent of any interest class or series of equity securities in, operateany partnership, joincorporation or other entity, control which, now or participate as a partnerat such time, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with are engaged in any business in which activity competitive (directly or indirectly) with the Company or any of its subsidiaries is then engaged or, to the then existing knowledge business of the ExecutiveCompany, proposes as it relates to engage; sports or entertainment promotions utilizing a licensed premium product, or (ii) directly or indirectly solicit or have any customer dealings or client contact or contact with any suppliers or customers of the Company. 8.2. During the Term and for an additional period of one (1) year following the nonrenewal or termination of this Agreement, Executive agrees that, without the prior written consent of the Company or any of its subsidiaries (and other than on behalf of the Company) with respect to ), Executive shall not, on his own behalf or on behalf of any business in which person or entity, directly or indirectly 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 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 solicitation. 8.3. Executive and the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries; provided, agree that the Executive maycovenants of non-competition and non-solicitation are reasonable covenants under the circumstances, solely as an investmentand further agree that if, hold not more than five percent (5%) of in the combined voting securities opinion 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 covenants are not reasonable and enforceablein any respect, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become have the right, power and thereafter be the maximum restrictions in authority to excise or modify such regard, and the provision or provisions of the Restrictive Covenant shall remain enforceable these covenants as to the fullest extent deemed court shall appear not reasonable by such courtand to enforce the remainder of these covenants as so amended. Executive agrees that any breach of the covenants contained in this Section 8 would irreparably injure the Company. Accordingly, Executive agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction, without the necessity of obtaining a bond or other security, against Executive from any court having jurisdiction over the matter, restraining any further violation of this Section 8.

Non-Competition; Non-Solicitation. (a) The Executive hereby covenants Company and agrees its direct or indirect subsidiaries and affiliates (the “Company Group”) shall provide you access to trade secrets, as defined in C.R.S. § 7-74, et seq., while employed by the Company, and you acknowledge and agree that during the Term Company and other members of the Company Group will be entrusting you, based on your unique and special capacity as a senior executive, with: (a) trade secrets, proprietary rights and Confidential Information concerning the Company and other members of the Company Group and (b) access to relationships and building goodwill with clients, employees, vendors, consultants, or other business counterparts of the Company and other members of the Company Group. In consideration of the Company and other members of the Company Group providing you with access to such information and contacts and as an express incentive for the Company to enter into this Letter Agreement, and the Consulting Agreement, you have voluntarily agreed to the covenants set forth in this Section 11. You agree and acknowledge that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, will not cause you undue hardship or affect Executive’s employment hereunder ability to earn a livelihood, and for a period are material and substantial parts of one (1) year thereafterthis Letter Agreement intended and necessary to protect the trade secrets and legitimate business interests of the Company and other members of the Company Group. You agree and acknowledge that at the time you first received this Letter Agreement, Executive was provided with the notice entitled “Colorado Notice of Non-Compete,” which you acknowledge fully complies with the requirements of Colorado law, including C.R.S. § 8-2-113, et seq. (b) During the period from the Effective Date until the termination of the Consulting Agreement (the “Prohibited Period”), you shall not, without the prior written approval of the Company, directly or indirectly: , for you or on behalf of or in conjunction with any other person or entity of any nature: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform provide any services for or engage in any entity (each a “Competing Entity”) which has material operations which compete with any business in which activity that competes against the Company or any member of its subsidiaries is then engaged or, the Company Group in the Business in the Market Area; provided that this Section 11(b) will only restrict you from providing services or engaging in activities that are the same as or similar to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer duties or client responsibilities that you had on behalf of the Company or any of its subsidiaries (other than on behalf member of the CompanyCompany Group or that require you to use or disclose the Company Group’s trade secrets; (ii) with respect appropriate any Business Opportunity located in the Market Area where such Business Opportunity relates to any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge member of the Executive, proposes to engageCompany Group; or ​ Xxxxx X. Xxxxxx March 14, 2024 ​ (iii) solicit, encourage, entice, or induce any officer, director, employee, or encourage any employee consultant of the Company Group to terminate his, her or its employment or engagement with the Company or any of its subsidiaries to leave the employ member of the Company Group. Notwithstanding the foregoing, nothing in this Section 11 shall restrict you from investing in real estate or from serving on the board of directors, or similar body, of any of its subsidiaries; provided, entity other than any entity that is a public reporting company involved in the Executive may, solely as an investment, hold not more than five percent multifamily industry. (5%c) Because of the combined voting securities difficulty of any publicly-traded corporation or measuring economic losses to the Company and other business entity. The foregoing covenants and agreements members of the Executive are referred to herein Company Group as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions a result of a breach or threatened breach of the Restrictive Covenant and, having done so, agrees that the restrictions covenants set forth in this Section 6.111, including and because of the immediate and irreparable damage that would be caused to the Company and other members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by preliminary and permanent injunctions and restraining orders from any court of competent jurisdiction, without limitation the time period necessity of restriction set forth aboveshowing any actual damages, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. (d) The covenants in this Section 11 and each provision and portion hereof, are fair severable and reasonable separate, and are reasonably required for the protection unenforceability of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would any specific covenant (or portion thereof) shall not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of affect the provisions of this Section 6.1 any other covenant (or any parts hereof shall be held to be invalid or unenforceableportion thereof). Moreover, 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 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 shall determine that the maximum restrictiveness such court deems reasonable and enforceablescope, time, or territorial restrictions set forth are unreasonable, then it is 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 intention of the Restrictive Covenant shall remain enforceable parties that such restrictions be enforced to the fullest extent deemed reasonable by which such courtcourt deems reasonable, and this Letter Agreement shall thereby be reformed. (e) The following terms shall have the following meanings:

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term (a) In partial consideration of the Executive’s employment hereunder and payment of the Purchase Price set forth in Section 2.7, Sellers agree that for a period of one two years after the Closing Date, Sellers and each entity that Sellers directly (1or indirectly through a controlled Affiliate) year thereaftercontrol, Executive shall not, directly or indirectly: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for including any entity acquired subsequent to the date hereof (Sellers and each such entity a “Competing Restricted Entity”) which has material operations which compete with any business shall not develop, market, sell, install or maintain billing and customer care and mediation software for customers in which the Company telecommunications industry (the “Restricted Products or any Services”) in Canada, the United States, the United Kingdom, Nepal, or the following states in Australia: New South Wales, Queensland, Victoria and Western Australia. For the purposes of its subsidiaries is then engaged orthis Section 5.9, “control” means the ability (through the ownership of securities or similar interests, by contract or otherwise and whether or not exercised) to the then existing knowledge elect a majority of the Executiveboard of directors or similar governing body of a Person. Sellers acknowledge that they have received adequate consideration for the covenants contained in this Section 5.9, proposes that such covenants are reasonable and necessary to engage; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; providedprotect Buyer’s interests, that the Executive may, solely as an investment, hold not more than five percent (5%) covenants 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 Sellers set forth in this Section 6.15.9 are essential elements of this Agreement and that, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required but for the protection agreement of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company Sellers to comply with these covenants, Buyer would not have entered into this Agreement absent Executive’s agreement to the foregoingAgreement. In the event that, notwithstanding the foregoing, any of the provisions of Sellers acknowledge that this Section 6.1 5.9 contains independent covenants and shall not be affected by performance or nonperformance of 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 other provision of this Agreement by Buyer or the ACE Australian Subsidiary. Sellers have independently consulted with their counsel and after such consultation agree that the covenants set forth in this Section 6.1 relating 5.9 are reasonable and proper. (b) Sellers agree that for a period of two years after the Closing Date, no Restricted Entity may, directly or indirectly, solicit for employment any employee of Buyer related 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 enforceableBusiness; provided, however, that general solicitation through newspaper advertising, the time period and/or area Internet or job fairs and ordinary course recruiting activities consistent with past practice shall not be deemed a violation 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 courtthis provision.

Non-Competition; Non-Solicitation. The Executive hereby covenants (a) During the period beginning on the Closing Date and agrees ending two (2) years following the Closing (the “Restricted Period”), neither Seller nor AHG, nor any of their respective Subsidiaries (excluding, for the avoidance of doubt, the Company and the Company Subsidiaries), shall directly or indirectly, without the prior written consent of Buyer, engage in, or manage, operate, Control, make an investment in or own an equity interest in, any entity that is engaged in, a Competing Business; provided that this Section 6.13(a) shall not prohibit (i) the acquisition of an equity interest up to (but not more than) 5% in any publicly-traded Person whose equity interests are listed on a nationally or internationally recognized securities exchange; (ii) the acquisition of any entity or enterprise engaged in a Competing Business, so long as Seller (or AHG or any other relevant Subsidiary) shall not materially expand such Competing Business during the Term Restricted Period and so long as Seller (or AHG or any other relevant Subsidiary) gives Buyer an option to purchase the Competing Business at fair market value within six (6) months following the acquisition; (iii) Seller’s or its Subsidiaries’ activities under the Ancillary Agreements or any other Contracts with the Company or any of the ExecutiveCompany Subsidiaries, or (iv) engagement in a Competing Business if (1) Seller (or AHG or any other relevant Subsidiary) or substantially all of its (or AHG’s employment hereunder or any other relevant Subsidiary’s) assets is acquired by an unrelated company or enterprise already involved in a Competing Business that does not derive more than fifteen percent (15%) of its total revenues from such Competing Business, and for (2) the purchaser consolidates Seller’s (or AHG’s or any other relevant Subsidiary’s) operations with its own (including the Competing Business). For the avoidance of doubt, in the event that Seller (or AHG or any other relevant Subsidiary) is acquired by a purchaser that either is not engaged in a Competing Business, or which derives more than fifteen percent (15%) of its net revenues from a Competing Business, then the restrictions of this Section 6.13(a) shall continue to apply to Seller, AHG and their respective Subsidiaries, though not to the acquiring company or its other Affiliates. (b) During the period of beginning on the Closing Date and ending one (1) year thereafterfollowing the Closing, Executive (A) neither Seller nor AHG shall not(and shall each ensure that none of its Subsidiaries (excluding, for the avoidance of doubt, the Company and the Company Subsidiaries) shall), directly or indirectly: , (i) own any interest ininduce, operateencourage, join, control persuade or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with 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; (ii) solicit any customer or client of the Company 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 Company Subsidiary to terminate his or her employment with the Company or any Company Subsidiary or accept any other position or employment with Seller, AHG or any of its subsidiaries to leave the employ their respective Subsidiaries, and (ii) hire or assist any other Person in hiring, as an officer, employee, consultant, independent contractor or otherwise, any employee of the Company or any of its subsidiariesCompany Subsidiary who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employee; provided, however, that nothing in this Section 6.13(b) shall prevent Seller, AHG or any of their respective Subsidiaries from hiring any employee whose employment was terminated by the Executive mayCompany or any Company Subsidiary or the employee after 180 days from the date of termination, solely and (B) Buyer and its Affiliates shall not, and shall ensure that none of their respective Subsidiaries (including, for the avoidance of doubt, the Company and the Company Subsidiaries) shall, directly or indirectly, (i) induce, encourage, persuade or solicit any employee of the Seller or any of Seller Subsidiary (the “Covered Employees”), to terminate his or her employment with the Seller or any of Seller’s Subsidiaries or accept any other position or employment with Buyer or any of its Subsidiaries, and (ii) hire or assist any other Person in hiring, as an investmentofficer, hold employee, consultant, independent contractor or otherwise, any Covered Employee who has left such employment, except pursuant to a general solicitation which is not more than five percent directed specifically to any such employee; provided, however, that nothing in this Section 6.13(b) shall prevent Buyer, its Affiliates, or any of their respective Subsidiaries from hiring any Covered Employee whose employment was terminated by Seller or any of Seller’s Subsidiaries or the Covered Employee after 180 days from the date of termination. (5%c) 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 parties acknowledge that the restrictions set forth contained in this Section 6.1, including without limitation the time period of restriction set forth above, 6.13 are fair and reasonable and are reasonably required for the protection of necessary to protect the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered each party and constitute a material inducement to each party to enter into this Agreement absent Executive’s agreement to and consummate the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of transactions contemplated by 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 hereinAgreement. In the event that any provision of covenant contained in this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall 6.13 should ever be declared by a court of competent jurisdiction adjudicated to exceed the maximum restrictiveness time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such court deems reasonable covenant, and enforceablesuch covenant shall be deemed reformed, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by in such court shall become and thereafter be jurisdiction to the maximum restrictions time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.13 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such regardcovenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and the provisions of the Restrictive Covenant any such invalidity or unenforceability in any jurisdiction shall remain enforceable to the fullest extent deemed reasonable by not invalidate or render unenforceable such courtcovenant or provision in any other jurisdiction.

Non-Competition; Non-Solicitation. The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for For a period of one five (15) year thereafteryears following the Closing Date within the United States of America, Executive shall notneither Seller will, directly or indirectly, on behalf of itself or others, either alone or in association with others, without the prior written consent of Buyer: engage in any business or enterprise (i) own any interest inwhether as owner, operateoperator, joinpartner, control or participate as a partnerofficer, director, principalemployee, officer consultant, investor, lender or agent ofotherwise, enter into except as the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any beneficial owner of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer or client of the Company 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 to leave the employ of the Company or any of its subsidiaries; provided, that the Executive may, solely as an investment, hold not more than five percent (5%) of the combined voting securities outstanding stock of a publicly held company) that is engaged in the Business in the United States or in any publicly-traded corporation or other business entity. The foregoing covenants and agreements jurisdiction in which SGM conducts the Business as of the Executive are referred Closing Date; provided, however, nothing herein shall limit or restrict either Seller from: (i) negotiating, discussing or entering into potential supplier agreements, distributor agreements and/or contract studies with any such competitor in furtherance and for the sole benefit of the business and affairs of Buyer, including, without limitation, in either Seller’s capacity as an employee of Buyer, or (ii) participating in any educational programs or seminars, including, without limitation, programs in conjunction with Xx. Xxxxx sterilization classes, the Association for the Advancement of Medical Instrumentation (AAMI), Parenteral Drug Association, Fedegari Autoclavi SpA and/or Fedegari Technologies, Inc.; or solicit, induce, or attempt to herein induce any employee of SGM to leave the employ of, or otherwise cease their business relationship with, SGM. If any restriction set forth in Section 5(d) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, or otherwise, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as the “Restrictive Covenant.” The Executive acknowledges to which it may be enforceable. Sellers each acknowledge and agree that he has carefully read and considered the provisions of this Section 5(d) are a material inducement to Buyer to consummate the Restrictive Covenant and, having done so, agrees transactions contemplated by this Agreement and that the restrictions set forth contained in this Section 6.1, including without limitation the time period of restriction set forth above, 5(d) are fair and reasonable and are reasonably required necessary for the protection of the legitimate business Business and economic interests goodwill of the CompanySGM and are considered by Sellers to be reasonable for such purpose. The Executive further acknowledges Sellers each agree that the Company would not have entered into any breach of this Agreement absent Executive’s agreement Section 5(d) may cause SGM and Buyer substantial and irrevocable damage which may be difficult to the foregoingmeasure. In Therefore, in the event thatof any such breach or threatened breach, notwithstanding Sellers each agree that Buyer and/or SGM, in addition to such other remedies which may be available, shall have the foregoingright to obtain an injunction from a court restraining such a breach or threatened breach, any and the right to specific performance 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 court5(d).