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

Non-Competition; Non-Solicitation. a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) Employee As a material inducement to the Company to enter into this Agreement, Executive hereby expressly agrees to be bound by the following covenants, terms and conditions. Executive hereby agrees that during he will have access to trade secrets, proprietary and confidential information relating to the NonCompany and its affiliates and their respective clients, including but not limited to, marketing data, financial information, client and prospect lists (including without limitation, computer- and web-Competition Period based compilations (as defined in Section 11(dincluding but not limited to xxxxxxxxxx.xxx or other CRM system data) belowmaintained by the Company or its affiliates or Executive), without the prior written consent and details of programs and methods, potential and actual acquisitions, divestitures and joint ventures, pricing policies, strategies, terms of service, business and product plans, cost information and software, in each case of the Company: (i) he shall not be a principal, managerits affiliates and/or their respective clients. Accordingly, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with Executive voluntarily enters into the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities following covenants to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances protection of those interests: (a) Executive agrees that Employee will have no direct during the term of his employment with the Company and for a period of one year thereafter, Executive shall not, alone or indirect involvement as an employee, officer, director, agent, shareholder (other than an owner of 2% or less of the outstanding shares of any publicly-traded company), consultant, partner, member, owner or in any other capacity, directly or indirectly: (i) engage in any Competitive Activity (as defined below) within or with respect to any location in the Business on behalf United States or abroad in which Executive performed or directed his services (including but not limited to sales and customer support calls, whether conducted in person, by telephone or online) at any time during the 9-month period immediately preceding the termination of such entity. b) During Executive’s employment for any reason (the Non-Competition Period and for one year thereafter (two years after the Term“Territories”), Employee agrees thator assist any other person or organization in engaging in, without the prior written consent or preparing to engage in, any Competitive Activity in such Territories; (ii) solicit or provide services to any Clients, as defined below, of the Company (and other than on behalf and/or any of the Company), Employee shall notits affiliates, on his own behalf or on behalf of any person or entitythird party, directly or indirectlyin furtherance of any Competitive Activity. For purposes of this Section 6, (i) solicit “Client” shall mean any then-current customer of the customers or suppliers Company, former customer of the Company (who was a customer of the Company within the 12-month period immediately preceding the termination of Executive’s employment hereunder); (iii) encourage, participate in or solicit any employee or consultant of the Company and/or any affiliate to terminate their relationship engage in Competitive Activity or to accept employment with any third party, whether or not engaged in Competitive Activity. This subsection (iii) shall be limited to employees and consultants who: (A) are current employees or consultants; or (B) left the employment of the Company or whose provision of services to the Company terminated within the 12-month period prior to Executive’s termination of employment with the Company for any reason; and (or to modify such relationship in a manner that is adverse to the interests iv) for purposes of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, “Competitive Activity” shall mean any offering, sale, licensing or provision by any entity of any software, application service or system, in direct competition with the Company’s offerings and including electronic or digital document repositories for facilitating transactional due diligence, mergers, acquisitions, divestitures, financings, investments, investor relations, research and development, clinical trials or other business processes for which payment default is not cured within fifteen (15) days after noticethe Company’s products or services are or have been used during the 12-month period preceding termination of Executive’s employment for any reason.

Non-Competition; Non-Solicitation. a) Employee agrees recognizes the benefits to be derived by him from his employment or engagement by Parent upon the Closing and that during such benefits are dependent upon the Non-Competition Period (as defined continued success of the Company which, in Section 11(d) below)turn, without is dependent in part upon the prior written consent preservation of the Company: ’s relationships with its clients. Employee believes it to be in his own best interest and in the best interest of Parent, the Company, the Company’s stockholders, and the Company’s other employees to preserve the Company’s relationships with its clients. In consideration of the foregoing, Employee hereby agrees as follows (iin each case, except to the extent required by or otherwise carried out in the ordinary course of Employee’s responsibilities and obligations as an employee of the Company and except in connection with the Merger Agreement or the Transactions contemplated thereby): (a) he During the period commencing on the date hereof and continuing until the earlier of (x) the effective date of the Merger or (y) termination of the Merger Agreement in accordance with its terms (the “Restricted Period”), Employee shall not be a principal, manager, agent, consultant, officer, director or employee of, orengage in the United States, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly activities in which the Company or indirectly) any business organization controlled by, controlling, or under common control with the Business of the Company (a each, an “Competing EntityAffiliated Company”) is engaged (or has committed plans to engage) during the Restricted Period. For the avoidance of doubt, permitted investments under clause (c) below shall not be deemed to violate this clause (a); and . (iib) he During the Restricted Period, Employee shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any other person or entity, directly or indirectly, (i) encourage, solicit or induce, or in any manner attempt to encourage, solicit or induce, any individual employed by, or individual or entity providing consulting services to, the customers Company or suppliers any Affiliated Company to terminate such employment or consulting services; provided, that the foregoing shall not be violated by general advertising not targeted at employees or consultants of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the any Affiliated Company) or ; (ii) hire or solicit the employment of any employee individual who has been was employed by the Company at the time of Employee’s termination or at any time during Affiliated Company within the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c(6) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority month period prior to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination hiring; or (herein referred to as the “Non-Competition Period”). eiii) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Causeencourage, solicit or induce, or in the event any manner attempt to encourage, solicit or induce any customer, supplier, licensee or other business relation of a Constructive Termination of this Agreement or if the Company defaults or any Affiliated Company to cease doing business with or materially reduce the amount of business conducted with the Company or any Affiliated Company, or in any way adversely interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliated Company. (c) Notwithstanding any provision contained herein to the contrary, it is understood that Employee shall have the right and privilege at any time to invest in any competitive enterprise or business whose capital stock is listed on a national securities exchange in the United States, provided that the total direct and indirect investment of Employee, Employee’s spouse and Employee’s dependents, represents not more than two percent (2%) of the total capital stock of such enterprise. Nothing contained herein shall prohibit or restrict Employee from investing in any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticenon-competitive enterprise or business.

Non-Competition; Non-Solicitation. a) The Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and controlled affiliates and accordingly agrees that during as follows: 1. During the Non-Competition period commencing on the date of the Employee’s termination of employment and ending on the last day of the Payment Period (as defined in Section 11(d2(a) belowof the Letter) (the “Restricted Period”), without or such longer period as described in the prior written consent last sentence of Section VII of this Agreement, the Company: Employee will not, directly or indirectly, (iw) he shall not be engage in any “Competitive Business” (as defined below) for the Employee’s own account, (x) enter the employ of, or render any services to, any person engaged in any Competitive Business, (y) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, manager, agent, trustee or consultant, officer, director or employee (z) interfere with business relationships between the Company and customers or suppliers of, oror consultants to, the Company. 2. For purposes of this Section VI, a “Competitive Business” means, as of any date, including during the Restricted Period, any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages in or proposes to engage in the following activities in any geographical area in which the business unit for which the Employee works does business: the manufacture and sale of stone veneer, manufactured stone, cultured stone, vinyl or composite siding, metal accessories, injection molded exterior cladding products, vinyl decking, vinyl or composite railing, vinyl windows, vinyl clad windows, aluminum windows, aluminum clad windows, wood windows and any other building product category that Ply Gem may manufacture or sell within the tenure of your employment with Ply Gem. 3. For purposes of this Section VI and of Section VII of this Agreement, the Company shall be construed to include the Company and its subsidiaries and controlled affiliates. 4. Notwithstanding anything to the contrary in this Agreement, the Employee may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Employee (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 one percent (1%) or more than 1% percent of any class or series of equity securities inof such person. 5. During the Restricted Period, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall Employee will not, on behalf of any Competing Entity, directly or indirectly, have without the Company’s written consent, solicit or encourage to cease to work with the Company any dealings employee or contact any consultant of the Company or any person who was an employee of or consultant then under contract with the Company within the six-month period preceding such activity. In addition, during the Restricted Period, the Employee will not, without the Company’s written consent, directly or indirectly hire any suppliers person who is or customers who was, within the six-month period preceding such activity, an employee of the Company. 6. As used The Employee understands that the provisions of this Section VI.A may limit the Employee’s ability to earn a livelihood in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities a business similar to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by of the Company, but the Employee nevertheless agrees and hereby acknowledges that (A) such entity and Employee shall provide provisions do not impose a greater restraint than is necessary to protect the Company with reasonable assurances that Employee will have no direct goodwill or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the business interests of the Company, (B) or such provisions contain reasonable limitations as to time, territory and scope of activity to be restrained, (iiC) hire or solicit such provisions are not harmful to the employment general public and (D) such provisions are not unduly burdensome to the Employee. In consideration of any employee who has been employed by the Company at foregoing and in light of the time of Employee’s termination education, skills and abilities, the Employee agrees that he shall not assert that, and it should not be considered that, any provisions of Section VI.A. or at any time during the six months immediately preceding such date of hiring otherwise are void, voidable or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisementunenforceable or should be voided or held unenforceable. c) 7. It is expressly understood and agreed that, although the Employee and the Company agree consider the restrictions contained in this Section VI.A to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the covenants time, territory or scope or any other restriction contained in this Section VI.A or elsewhere in this Agreement is an unenforceable restriction against the Employee, the provisions of non-competition this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time, territory and non-solicitation are reasonable covenants under the circumstancesscope and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, and further agree that if, in the opinion of if any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees finds that any breach of the covenants restriction contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company other than for Cause, or in the event enforceability of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticethe other restrictions contained herein.

Non-Competition; Non-Solicitation. a) Employee As a material inducement to the Company to enter into this Agreement, Executive hereby expressly agrees to be bound by the following covenants, terms and conditions. Executive hereby agrees that during he will have access to trade secrets, proprietary and confidential information relating to the NonCompany and its affiliates and their respective clients, including but not limited to, marketing data, financial information, client and prospect lists (including without limitation, computer- and web-Competition Period based compilations (as defined in Section 11(dincluding but not limited to xxxxxxxxxx.xxx or other CRM system data) belowmaintained by the Company or its affiliates or Executive), without the prior written consent and details of programs and methods, potential and actual acquisitions, divestitures and joint ventures, pricing policies, strategies, terms of service, business and product plans, cost information and software, in each case of the Company: (i) he shall not be a principal, managerits affiliates and/or their respective clients. Accordingly, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with Executive voluntarily enters into the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities following covenants to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances protection of those interests: (a) Executive agrees that Employee will have no direct during the term of his employment with the Company and for a period of one year thereafter, Executive shall not, alone or indirect involvement as an employee, officer, director, agent, shareholder (other than an owner of 2% or less of the outstanding shares of any publicly-traded company), consultant, partner, member, owner or in any other capacity, directly or indirectly: (i) engage in any Competitive Activity (as defined below) within or with respect to any location in the Business on behalf United States or abroad in which Executive performed or directed his services (including but not limited to sales and customer support calls, whether conducted in person, by telephone or online) at any time during the 12-month period immediately preceding the termination of such entity. b) During Executive’s employment for any reason (the Non-Competition Period and for one year thereafter (two years after the Term“Territories”), Employee agrees thator assist any other person or organization in engaging in, without the prior written consent or preparing to engage in, any Competitive Activity in such Territories; (ii) solicit or provide services to any Clients, as defined below, of the Company (and other than on behalf and/or any of the Company), Employee shall notits affiliates, on his own behalf or on behalf of any person or entitythird party, directly or indirectlyin furtherance of any Competitive Activity. For purposes of this Section 6, (i) solicit “Client” shall mean any then-current customer of the customers or suppliers Company, former customer of the Company (who was a customer of the Company within the 12-month period immediately preceding the termination of Executive’s employment hereunder); (iii) encourage, participate in or solicit any employee or consultant of the Company and/or any affiliate to terminate their relationship engage in Competitive Activity or to accept employment with any third party, whether or not engaged in Competitive Activity. This subsection (iii) shall be limited to employees and consultants who: (A) are current employees or consultants; or (B) left the employment of the Company or whose provision of services to the Company terminated within the 12-month period prior to Executive’s termination of employment with the Company for any reason; and (or to modify such relationship in a manner that is adverse to the interests iv) for purposes of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, “Competitive Activity” shall mean any offering, sale, licensing or provision by any entity of any software, application service or system, in direct competition with the Company’s offerings and including electronic or digital document repositories for inter-enterprise exchanges designed to facilitate transactional due diligence, mergers, acquisitions, divestitures, financings, investments, investor relations, research and development, clinical trials or other business processes for which payment default is not cured within fifteen (15) days after noticethe Company’s products or services are or have been used during the 12-month period preceding termination of Executive’s employment for any reason.

Non-Competition; Non-Solicitation. (a) The Company shall provide Employee access to 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 of the Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, and as further consideration for the Internalization Award, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that during the Non-Competition Period 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. (as defined in Section 11(db) below)During the Prohibited Period, Employee shall not, without the prior written consent approval of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, orBoard, directly or indirectly, own more than 1% percent for Employee or on behalf of or in conjunction with any other person or entity of any class nature: (i) engage in or series participate within the Market Area in competition with any member of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged the Company Group in any business activity competitive (aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with the Business any member of the Company Group in the Market Area, or (a “Competing Entity”B) joining, becoming an employee or consultant of, 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 in any capacity (with respect to this clause (B); and (ii) he shall not, in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers member of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), Company Group; (ii) such entity’s relationship with Employee relates solely to appropriate any Business Opportunity of, or relating to, any member of the Non-Competing Businesses, and Company Group located in the Market Area; (iii) if requested by the Companysolicit, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct canvass, approach, encourage, entice or indirect involvement in the Business on behalf induce any customer or supplier of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent any member of the Company (and other than on behalf of the Company), Group with whom or which Employee shall not, on his own behalf or had contact on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate their relationship his, her or its employment or engagement with any member of the Company Group. (or to modify such relationship in a manner that is adverse c) Because of the difficulty of measuring economic losses to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means Group as a result of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise breach or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any threatened breach of the covenants contained set forth in Section 9 and in this Section 11 10, and because of the immediate and irreparable damage that would irreparably injure be caused to the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation members of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company Group for which they would have no other than for Causeadequate remedy, or the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a Constructive Termination 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 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 10, 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 event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement or if shall thereby be reformed. (e) The following terms shall have the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.following meanings:

Non-Competition; Non-Solicitation. (a) Employee agrees Executive acknowledges that during the Noncourse of Executive’s employment (which as used in this Restrictive Covenants Agreement shall include engagement as an independent contractor or other non-Competition Period employee role as well) with the Company, Executive has and shall become familiar with the Company’s corporate strategy, pricing and other market information, know-how, trade secrets, and valuable customer, supplier and employee relationships, and with other confidential or proprietary information concerning the Company, and that Executive’s services shall be of special, unique and extraordinary value to the Company. Executive also acknowledges that the Company’s business, through (as defined A) the location of its customers and facilities and (B) the area in Section 11(dwhich its services are offered, is international in scope and extends worldwide. Accordingly, Executive agrees that, during Executive’s employment with the Company and for twelve (12) belowmonths thereafter (unless some longer period is specified in any other agreement between Executive and the Company) (the “Noncompete Period”), without the prior written consent of the CompanyExecutive shall not directly or indirectly: (i) he own any interest in, manage, control, or in any other manner engage in, or take significant steps to engage in, any Competing Business (as defined on Annex 1 to this Agreement), provided nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of the stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation, or (ii) be a principalemployed by, managerconsult with, agentor render services to any Competing Business, whether as an employee, consultant, officercontractor, director advisor, member, director, or employee ofotherwise, orin a role that is similar to any role Executive held at any time while employed by the Company, directly that is executive or indirectlymanagerial in nature, own more than 1% percent or in which Executive could reasonably be expected to use or disclose any of any class confidential or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers proprietary information of the Company. As used , in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if either case (i) Employee is employed by an entity that is engaged or (ii), in any meaningful way in one state, country and area where the Company conducts business during Executive’s employment with the Company or more businesses other than has material plans to conduct business as of the Business termination of such employment (the “Geographic Area”). (b) During Executive’s employment with the Company and for twenty-four (24) months thereafter (the “Non-Competing BusinessesSolicit Period”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee Executive shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, not directly or indirectlyindirectly through another individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, unincorporated organization or other entity or group (iA) solicit the customers for employment or suppliers hire, employ or hire, or otherwise induce or attempt to induce any employee, consultant or other service provider of the Company to terminate their leave the employ or engagement of the Company, or in any way interfere with the relationship between the Company and any employee, consultant, or other service provider thereof, (B) solicit the business of or offer or provide services that are similar to the Company’s services to any of the Company’s customers, or (C) induce or encourage any customer, supplier, licensee, licensor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or business relation and the Company (including, without limitation, making any negative or to modify such relationship in a manner that is adverse to the interests of disparaging statements or communications regarding the Company) or (ii) hire or solicit in the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree Geographic Area; provided, that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstancesforegoing shall be limited to such employees, and further agree that ifconsultants, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respectservice providers, such court shall have the rightcustomers, power and authority to excise suppliers, licensees, licensors or modify such provision other business relations with which Executive had business dealings or provisions of these covenants as about whom or which Executive acquired information or had access to the court shall appear not reasonable and to enforce Company’s confidential information about the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure customer, employee, consultant, service provider, suppliers, licensee or licensor during Executive’s employment with the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. aExecutive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and controlled affiliates and accordingly agrees as follows: (i) Employee agrees that While employed by the Company and for a period of twelve (12) months (eighteen (18) months in the event of a termination by Executive for Good Reason based on the circumstances described in clause (iv) or clause (v) under the definition of Good Reason in Section 9(c) of this Agreement) following the date Executive ceases to be employed by the Company, if such termination occurs during the Non-Competition Period Employment Term (as defined in Section 11(d) belowthe “Restricted Period”), without Executive will not directly or indirectly, (w) engage in any “Competitive Business” (defined below) for Executive’s own account, (x) enter the prior written consent employ of, or render any services to, any person engaged in any Competitive Business, (y) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (z) interfere with business relationships (whether formed before or after the Effective Date) between the Company and customers or suppliers of, or consultants to, the Company. (ii) For purposes of this Section 11, a “Competitive Business” means, as of any date, including during the Restricted Period, any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages in or proposes to engage in the following activities in any geographical area in which the Company does business: (A) the property and casualty insurance business, including commercial insurance, business insurance, personal insurance and specialty insurance; (B) the life and accident and health insurance business; (C) the underwriting, reinsurance, marketing or sale of (but not brokerage of) (y) any form of insurance of any kind that the Company as of such date does, or proposes to, underwrite, reinsure, market or sell (any such form of insurance, a “Company Insurance Product”), or (z) any other form of insurance that is marketed or sold in competition with any Company Insurance Product; (D) retirement services and mutual funds services; or (E) any other business that as of such date is a direct and material competitor of one of the Company: ’s principal businesses. (iiii) he For purposes of this Section 11, the Company shall be construed to include the Company and its subsidiaries and controlled affiliates. (iv) Notwithstanding anything to the contrary in the Agreement, Executive may (A) directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (x) is not be a principal, manager, agent, consultant, officer, director or employee controlling person of, oror a member of a group which controls, such person and (y) does not, directly or indirectly, own one percent (1%) or more than 1% percent of any class of securities of such person, and (B) during the portion of the Restricted Period following termination of Executive’s employment, be employed by or series of equity securities inprovide services to, any partnershipprivate equity firm or hedge fund, corporation or other entity, which, now or at such time, so long as Executive has material operations which are engaged no participation whatsoever in any fund invested in any business activity competitive described in clauses (directly or indirectlyA) with through (C) of Section 11(a)(ii) of this Agreement. (v) During the Business of the Company (a “Competing Entity”); and (ii) he shall Restricted Period, Executive will not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of without the Company. As used in this Agreement’s written consent, solicit or encourage to cease to work with the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to Company any person who holds a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity position that is engaged designated as a “senior partner” or “partner” for purposes of eligibility to participate in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent deferred compensation profit participation program of the Company (and other than on behalf or any similar designation in any successor or substitute plan or program (each, a “DCPPP Senior Partner or Partner”), any employee holding the title of Vice President or higher of the Company or any business unit of the Company), or any employee designated by the Company as a “core employee” or a similar designation (a “Key Employee”) or any consultant whose primary business activity consists of providing services to the Company (“Key Consultant”) or who was a Key Employee shall of or Key Consultant then under contract with the Company within the six (6) month period preceding such activity. In addition, during the Restricted Period, Executive will not, on his own behalf or on behalf of any person or entitywithout the Company’s written consent, directly or indirectlyindirectly hire any person who is or who was, within the six (i6) solicit month period preceding such activity, a DCPPP Senior Partner or Partner. (vi) Executive understands that the customers or suppliers provisions of this Section 11(a) may limit his ability to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (A) such provisions do not impose a greater restraint than is necessary to terminate their relationship with protect the Company (goodwill or to modify such relationship in a manner that is adverse to the other business interests of the Company, (B) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (C) such provisions are not harmful to the general public and (D) such provisions are not unduly burdensome to Executive. In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that he shall not assert that, and it should not be considered that, any provisions of Section 11(a) otherwise are void, voidable or (ii) hire unenforceable or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination should be voided or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisementheld unenforceable. c(vii) Employee It is expressly understood and agreed that, although Executive and the Company agree consider the restrictions contained in this Section 11(a) to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the covenants time or territory or any other restriction contained in this Section 11(a) or elsewhere in this Agreement is an unenforceable restriction against Executive, the provisions of non-competition the Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and non-solicitation are reasonable covenants under the circumstancesterritory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, and further agree that if, in the opinion of if any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees finds that any breach of the covenants restriction contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company other than for Cause, or in the event enforceability of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticethe other restrictions contained herein.

Non-Competition; Non-Solicitation. a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he During Executive’s employment with the Company and for a period of one year following Executive’s Termination Date if such Termination Date occurs prior to a Change of Control or two years following Executive’s Termination Date if such Termination Date occurs after a Change of Control (each, a “Restricted Period”), Executive agrees that Executive shall not be a principal, manager, agent, consultant, officer, director or employee of, ornot, directly or indirectly, own more than 1manage, operate, join, control, be employed by or participate in the management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner or investor in, any operations of a business that are in competition with the business of the Company in the material plays or fields in which the Company has or proposes to have operations as set forth on Exhibit A to this Agreement, which Exhibit A may be modified prior to the time of Executive’s termination of employment by the Board upon written notification of such modification to Executive (the “Xxxxxxx Plays and Fields”); provided, however, that nothing in this Section 7(c) shall prohibit Executive from (A) participating in operations of a business to the extent such operations are not in competition with the business of the Company in the Xxxxxxx Plays and Fields, (B) participating solely as a passive investor in oil xxxxx or similar investments, owning 3% percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Exchange Act or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged making passive investments in any business activity competitive hedge, private equity or mutual fund or similar investment vehicle, or (directly or indirectlyC) with serving as a director of an entity that has less than 5% of its assets located in the Business of the Company (a “Competing Entity”); Xxxxxxx Fields and Plays. (ii) he shall notDuring Executive’s employment with the Company and during the applicable Restricted Period, on behalf of Executive agrees not to, in any Competing Entityform or manner, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf in combination with others (A) solicit, induce or influence any customer, supplier, lender, lessor or any other person with a business relationship with the Company to discontinue or reduce the extent of such business relationship or (B) recruit, solicit or otherwise induce or influence any person or entity, directly or indirectly, (i) solicit the customers or suppliers employee of the Company to terminate discontinue their relationship employment with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) Employee acknowledges and recognizes the highly competitive nature of the business of Alion and Alion's subsidiaries and accordingly agrees that during as follows: A. During the Non-Competition Term and the Restricted Period (as defined in Section 11(d) below11.G), without Employee will not knowingly (after due inquiry), whether on Employee's own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly solicit or assist in soliciting in competition with Alion, the prior written consent business of any customer or prospective customer of Alion of which Employee is aware at the Companytime of such termination. B. During the Restricted Period, Employee will not directly or indirectly: (i) he shall not engage in any services either individually or on behalf of any person that compete with any material business of Alion or Alion's subsidiaries as conducted at the time Employee ceases to be employed by Alion (including, without limitation, businesses which Alion or Alion's subsidiaries had at such time specific plans to conduct in the future and as to which plans Employee is aware at the time Employee ceases to be employed by Alion) in the United States (a "Competitive Business"); (ii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, manager, agent, trustee or consultant, officerexcept to the extent that such financial interest is a component of compensation or benefits payable pursuant to subsequent employment not otherwise prohibited by this Agreement; or (iii) interfere with, director or employee attempt to interfere with, business relationships formed at or prior to the time Employee ceases to be employed by Alion between Alion or any of Alion's subsidiaries and customers, clients, suppliers of Alion or Alion's subsidiaries, as to which Employee is aware at the time he ceases to be employed by Alion. C. Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly own, solely as an investment, securities of any person engaged in the business of Alion or Alion's subsidiaries which are publicly traded on a national or regional stock exchange or on the over-the-counter market, or for which such person is required to file annual and quarterly reports with the U.S. Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, if Employee: (i) is not a controlling person of, oror a member of a group which controls, such person; and (ii) does not, directly or indirectly, own five percent (5%) or more than 1% percent of any class or series of equity securities inof such person. D. During the Restricted Period, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall Employee will not, whether on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his Employee's own behalf or on behalf of or in conjunction with any person person, company, business entity or entityother organization whatsoever, directly or indirectly, : (i) solicit or encourage any employee of Alion or any of Alion's affiliates to leave the customers employment of Alion or suppliers of the Company to terminate their relationship with the Company such affiliate, provided that such employee was employed (or had an offer of employment) with Alion at the time Employee ceases to modify such relationship in a manner that is adverse to the interests of the Company) or be employed by Alion; (ii) without Alion's written permission, hire or solicit the employment of any such employee who has been was employed by Alion or Alion's affiliates as of the Company at effective date of Employee's termination of employment with Alion or who left employment with Alion or Alion's affiliates coincident with, or within three (3) months prior to or after, the termination of Employee's employment with Alion; or (iii) encourage to cease to work with Alion or Alion's affiliates any consultant then under contract with Alion or Alion's affiliates. E. It is expressly understood and agreed that although Employee and Alion consider the restrictions contained in this Section 11.E to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this letter agreement is an unenforceable restriction against you, the provisions of Employee’s termination this Agreement will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or at any time during the six months immediately preceding such date of hiring or solicitationindicate to be enforceable. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstancesAlternatively, and further agree that if, in the opinion of if any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees finds that any breach of the covenants restriction contained in this Section 11 would irreparably injure letter agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained herein. F. Throughout the Restricted Period, the Company shall continue to furnish to Employee the pre-selected health, dental, vision, disability and life insurance coverage through the Company. Accordingly's insured welfare benefit plans and policies, Employee agrees that and shall pay the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11employer's contribution for such coverages. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee agrees that In consideration of the benefits received by Sellers herein and in order to induce Purchaser to enter into this Agreement, Sellers shall not, during the Non-Competition Period period commencing on the Closing Date and ending on the third (as defined in Section 11(d3rd) belowanniversary of the Closing Date (the “Restricted Period”), without anywhere in any country, state, province or territory (the prior written consent of the Company: “Restricted Territory”), directly or indirectly through any Affiliate or otherwise: (i) he except in connection with a business arrangement with Purchaser or its Affiliates, (1) design, manufacture or sell any products or provide any services that are in competition with the Telematics Hardware Business or any Products (including the Roadmap Products) or services being developed by the Telematics Hardware Business as of the Closing Date; or (2) own, operate, manage, control, invest in or perform services for any Person who whose primary business engages is the activities described in clause “(1)” of this Section 5.10(a)(i); provided that, for the avoidance of doubt, (A) Sellers shall be permitted to procure products and services from third parties (and may provide design and manufacturing specifications and assistance to such third parties) whose products or services compete with the Telematics Hardware Business or any Products (including the Roadmap Products), and (B) Sellers’ FW and Ctrack businesses shall be excepted from this Section 5.10(a)(i) as it relates to their current business operations and future business extensions; or (ii) solicit, induce or attempt to induce any employee (including any Transferred Employee) or independent contractor of Purchaser to leave their employment with Purchaser; provided that this clause (ii) shall not be a principalpreclude any Seller or any of its Representatives from hiring any such employee or independent contractor who responds to any general solicitation (including, managerwithout limitation, agentthrough the use of media advertisements, consultantprofessional search firms or otherwise) performed by such Seller or its Representatives that is not targeted at Purchaser or any of its subsidiaries or Affiliates. (b) In consideration of the benefits received by Purchaser herein and in order to induce Sellers to enter into this Agreement, officerPurchaser shall not, director or employee ofduring the Restricted Period, orin the Restricted Territory, directly or indirectlyindirectly through any Affiliate or otherwise: (i) except in connection with a business arrangement with Sellers or their respective Affiliates, own more than 1% percent (1)(A) develop or sell or license on a stand-alone basis any software products or services that compete directly with Sellers’ Ctrack Saas telematics solutions as offered on the date hereof; (B) sell the Products set forth on Schedule 5.10(b)(i) of the Disclosure Schedules to the Persons set forth on Schedule 5.10(b)(i) of the Disclosure Schedules; or (C) develop or sell or license any class software products or series of equity securities in, any partnership, corporation services that compete directly with the Sellers’ products or other entity, which, now or at such time, has material operations services which are engaged based on or otherwise provide telemetry-based solutions; or (2) own, operate, manage, control, invest in any Person whose primary business activity competitive is the activities described in clause “(directly or indirectly) with the Business 1)” of the Company (a “Competing Entity”this Section 5.10(b)(i); and or (ii) he shall notsolicit, on behalf of induce or attempt to induce any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if employee (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), Employees) or independent contractor of Sellers to leave their employment with Sellers; provided that this clause (ii) shall not preclude Purchaser or any of its Representatives from hiring any such entity’s relationship with Employee relates solely employee or independent contractor who responds to any general solicitation (including, without limitation, through the Non-Competing Businessesuse of media advertisements, and (iiiprofessional search firms or otherwise) if requested performed by the Company, such entity and Employee shall provide the Company with reasonable assurances Purchaser or its Representatives that Employee will have no direct is not targeted at Sellers or indirect involvement in the Business on behalf any of such entitytheir subsidiaries or Affiliates. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of If any court of competent jurisdiction such covenants are not reasonable in at any respecttime deems the Restricted Period unreasonably lengthy, such court shall have or the rightRestricted Territory unreasonably extensive, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained set forth in this Section 11 would irreparably injure 5.10 not fully enforceable, the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for 5.10, and this Agreement in general, will nevertheless stand and to the Term full extent consistent with Law continue in full force and survive effect, and it is the termination intention and desire of the parties that such court treat any provisions of this Agreement which are not fully enforceable as having been modified to the extent deemed necessary by the court to render them reasonable and enforceable and that such court enforce them to such extent (for one year from example, that the date Restricted Period be deemed to be the longest period permissible by Law, but not in excess of such termination (herein referred the length provided for in this Agreement, and the Restricted Territory be deemed to as comprise the “Non-Competition Period”largest territory permissible by Law under the circumstances). e(d) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in In the event of a Constructive Termination breach or violation by any Purchaser or Seller, as applicable, of this Agreement or if the Company defaults on any of its payment obligations covenant set forth in this AgreementSection 5.10, which payment default is not cured within fifteen (15) days after noticethe terms of such covenant will be extended by the period of the duration of such breach or violation.

Non-Competition; Non-Solicitation. a) Employee agrees that during recognizes and acknowledges the Non-Competition Period (as defined in Section 11(d) below), without competitive and proprietary aspects of the prior written consent business of the Company: (i) he shall not be a principal, manageras well as the significant expenditure of time and money in creating, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent developing and marketing its intellectual property and/or products. Employee further recognizes and acknowledges the significant expenditure of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations time and money in developing and securing the Company’s business relationships and good will in the markets in which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company participates. Employee therefore agrees that, during his employment and for twenty-four (a “Competing Entity”); and (ii24) months following the termination of his employment, whether voluntary or involuntary, he shall not, on behalf of for any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers reason whatsoever in the absence of the Company. As used in this Agreement’s prior written consent: (A) Whether individually, the term “Business” means the purchaseas a director, collection and management manager, member, stockholder, partner, owner, employee, consultant or agent of portfolios of defaulted consumer receivablesany business, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”)capacity, (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the CompanyCompany or a subsidiary, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), Employee or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company. For purposes of this Agreement, “business conducted by the Company” shall notbe defined as an organization, on his own behalf entity, or individual engaged in the entertainment industry, whether related to professional wrestling, sports entertainment or otherwise; (B) Either individually or on behalf of or through any person third party, directly or entityindirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business or relationships, or prospective business or prospective relationships of the Company, for the purpose of competing in any business which is competitive with the business conducted by the Company as defined above. “Prospective business” or a “prospective relationship” shall mean a person, firm or entity for which the Company has developed, or to whom/which the Company has made, any presentation or “pitch” (or similar offering of services) during the twelve (12) months prior to Employee’s effective termination date (and Employee shall be obligated to request from the Company the list of such prospective customers upon his termination for any reason); or (C) Either individually or on behalf of or through any third party, directly or indirectly, (i) solicit solicit, entice or persuade or attempt to solicit, entice or persuade any employees or contractors (including WWE talent) of or consultants to the customers Company to leave the employ or suppliers service of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) for any reason; or (ii) hire employ, cause to be employed, or solicit the employment of of, any employee who has been or contractor (including WWE talent) of or consultant to the Company while any such person is employed by or providing services to the Company; and/or (D) Either individually or on behalf of or through any third party, directly or indirectly, interfere with, or attempt to interfere with, the relations between the Company at the time of Employee’s termination and any vendor or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority supplier to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Nothing set forth in this subsection (D) is intended to nor shall it prevent or prohibit Employee agrees that or his future employer from doing business with any vendor or supplier to the Company, in addition to pursuing on the condition that such activity does not violate any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination term of this Agreement or if the Company defaults on any of its payment obligations set forth in this Employment Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he During Executive’s employment with the Company and for a period of one year following Executive’s Termination Date if such Termination Date occurs prior to a Change of Control or two years following Executive’s Termination Date if such Termination Date occurs after a Change of Control (each, a “Restricted Period”), Executive agrees that Executive shall not be a principal, manager, agent, consultant, officer, director or employee of, ornot, directly or indirectly, own more than 1manage, operate, join, control, be employed by or participate in the management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner or investor in, any operations of a business that are in competition with the business of the Company in the material plays or fields in which the Company has or proposes to have operations as set forth on Exhibit A to this Agreement, which Exhibit A may be modified prior to the time of Executive’s termination of employment by the Board upon written notification of such modification to Executive (the “Wxxxxxx Plays and Fields”); provided, however, that nothing in this Section 7(c) shall prohibit Executive from (A) participating in operations of a business to the extent such operations are not in competition with the business of the Company in the Wxxxxxx Plays and Fields, (B) participating solely as a passive investor in oil wxxxx or similar investments, owning 3% percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Exchange Act or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged making passive investments in any business activity competitive hedge, private equity or mutual fund or similar investment vehicle, or (directly or indirectlyC) with serving as a director of an entity that has less than 5% of its assets located in the Business of the Company (a “Competing Entity”); Wxxxxxx Fields and Plays. (ii) he shall notDuring Executive’s employment with the Company and during the applicable Restricted Period, on behalf of Executive agrees not to, in any Competing Entityform or manner, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf in combination with others (A) solicit, induce or influence any customer, supplier, lender, lessor or any other person with a business relationship with the Company to discontinue or reduce the extent of such business relationship or (B) recruit, solicit or otherwise induce or influence any person or entity, directly or indirectly, (i) solicit the customers or suppliers employee of the Company to terminate discontinue their relationship employment with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee The Executive understands and acknowledges that the services rendered to the Company Group by the Executive are unique and irreplaceable, and that competitive use and knowledge of any information or material proprietary to the Company Group would substantially and irreparably harm the business, prospects and goodwill of the Company Group. Executive, therefore, understands and acknowledges that it is in the Company’s legitimate business interest to restrict the Executive from engaging in certain activities during the Term and for a period of time thereafter. During the Term and for 12 months following the termination of the Executive’s employment with the Company or the end of the originally scheduled Term, whichever occurs first, and whether or not the Executive is entitled to any severance payments, the Executive agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he shall not be not, other than in the ordinary course of performing his duties hereunder or as agreed by the Company in writing, engage in a principal, manager, agent, consultant, officer, director or employee of, or, “Competitive Business,” directly or indirectly, own more than 1% percent as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any relationship or capacity, in any geographic location in which the Company or any of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are its Affiliates is engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he business. The Executive shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be in violation of this Section 11(a) by reason of the fact that he owns or acquires, solely as an investment, up to two percent (2%) of the outstanding equity securities (measured by value) of any entity which is publicly traded. “Competitive Business” shall mean a Competing Entity, and Employee will not be deemed to be business that the Company or any of its Affiliates is engaged in the Business, if or is actively developing (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than on the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) Effective Date or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employeethe Executive’s termination from employment; provided that for purposes of clause (ii) each business accounted for 25% or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach more of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend ’s revenue for the Term and survive the termination of this Agreement for one year from the date of twelve months prior to such termination (herein referred to as the “Non-Competition Period”)termination. e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee agrees that During his employment by the Company and for a period of two years thereafter, or, if longer, for the period during which Executive receives payments from the Non-Competition Period (as defined in Company under Section 11(d) below)5, without Executive will not, except with the prior written consent of the Company: Board, directly or indirectly own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any business or enterprise that is engaged in a geographic area in which the Company or any of its affiliates is operating either during the Employment Term or on the date Employee's employment terminates, as applicable, (iwhether or not such business is physically located within those areas) he (the "Geographic Area"), in any business that is competitive to a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during the Employment Term or on the date Executive's employment terminates, as applicable. It is recognized by Employee that the business of the Company and its affiliates and Executive's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. (b) The foregoing restrictions shall not be construed to prohibit the ownership by Executive of less than five percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a principalclass of securities registered pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), managerprovided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, agent, consultant, officer, director or employee of, or, either directly or indirectly, own more than 1% percent manages or exercises control of any class such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or series seeks to do any of equity securities inthe foregoing. (c) Executive further covenants and agrees that, during his employment by the Company and for the period of two years thereafter, or, if longer, for the period during which Executive receives payments from the Company under Section 5, Executive will not personally solicit for another business or enterprise any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business customer that was a customer of the Company (a “Competing Entity”); and (ii) he shall not, on behalf or any of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of its affiliates during the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf Employment Term or on behalf of the date on which Executive's employment terminates or any person who is a managerial or entity, directly or indirectly, (i) solicit the customers or suppliers higher level employee of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at Executive's termination. The foregoing covenant of Executive shall not apply to any time during the six person after twelve months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as elapsed subsequent to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of on which such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated person's employment by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticehas terminated.

Non-Competition; Non-Solicitation. (a) Employee agrees Executive acknowledges that during the Noncourse of Executive’s employment (which as used in this Restrictive Covenants Agreement shall include engagement as an independent contractor or other non-Competition Period employee role as well) with the Company, Executive has and shall become familiar with the Company’s corporate strategy, pricing and other market information, know-how, trade secrets, and valuable customer, supplier and employee relationships, and with other confidential or proprietary information concerning the Company, and that Executive’s services shall be of special, unique and extraordinary value to the Company. Executive also acknowledges that the Company’s business, through (as defined A) the location of its customers and facilities and (B) the area in Section 11(dwhich its services are offered, is international in scope and extends worldwide. Accordingly, Executive agrees that, during Executive’s employment with the Company and for eighteen (18) belowmonths thereafter (unless some longer period is specified in any other agreement between Executive and the Company) (the “Noncompete Period”), without the prior written consent of the CompanyExecutive shall not directly or indirectly: (i) he own any interest in, manage, control, or in any other manner engage in, or take significant steps to engage in, any Competing Business (as defined on Annex 1 to this Agreement), provided nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of the stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation, or (ii) be a principalemployed by, managerconsult with, agentor render services to any Competing Business, whether as an employee, consultant, officercontractor, director advisor, member, director, or employee ofotherwise, orin a role that is similar to any role Executive held at any time while employed by the Company, directly that is executive or indirectlymanagerial in nature, own more than 1% percent or in which Executive could reasonably be expected to use or disclose any of any class confidential or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers proprietary information of the Company. As used , in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if either case (i) Employee is employed by an entity that is engaged or (ii), in any meaningful way in one state, country and area where the Company conducts business during Executive’s employment with the Company or more businesses other than has material plans to conduct business as of the Business termination of such employment (the “Geographic Area”). (b) During Executive’s employment with the Company and for twenty-four (24) months thereafter (the “Non-Competing BusinessesSolicit Period”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee Executive shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, not directly or indirectlyindirectly through another individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, unincorporated organization or other entity or group (iA) solicit the customers for employment or suppliers hire, employ or hire, or otherwise induce or attempt to induce any employee, consultant or other service provider of the Company to terminate their leave the employ or engagement of the Company, or in any way interfere with the relationship between the Company and any employee, consultant, or other service provider thereof, (B) solicit the business of or offer or provide services that are similar to the Company’s services to any of the Company’s customers, or (C) induce or encourage any customer, supplier, licensee, licensor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or business relation and the Company (including, without limitation, making any negative or to modify such relationship in a manner that is adverse to the interests of disparaging statements or communications regarding the Company) or (ii) hire or solicit in the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree Geographic Area; provided, that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstancesforegoing shall be limited to such employees, and further agree that ifconsultants, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respectservice providers, such court shall have the rightcustomers, power and authority to excise suppliers, licensees, licensors or modify such provision other business relations with which Executive had business dealings or provisions of these covenants as about whom or which Executive acquired information or had access to the court shall appear not reasonable and to enforce Company’s confidential information about the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure customer, employee, consultant, service provider, suppliers, licensee or licensor during Executive’s employment with the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) 9.1 The Employee agrees that during the Non-Competition Period (as defined in Section 11(d) 9.4 below), without the prior written consent of the Company: (ia) he shall not be a not, directly or indirectly, either as principal, manager, agent, consultant, officer, director or employee ofdirector, or, directly or indirectly, own more greater than 1% two (2%) percent holder of any class or series of equity securities insecurities, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in or otherwise be connected with, any partnership, corporation or other entity, which, entity which is now or at such the time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business business of the Company or its Affiliates (currently (i) the manufacture and sale of (x) automotive airbag fabric and cushions, (y) value-added synthetic fabrics used in a “Competing Entity”)variety of niche industrial and commercial applications and (z) metal airbag, industrial and ordnance components and (ii) systems integration and manufacturing for ordnance programs) including, for these purposes, any business in which, at the termination of his employment, there was a bona fide intention on the part of the Company or its Affiliates to engage in the future; and (iib) he shall not, on behalf of any Competing Entitycompeting entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination Company or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entityits Affiliates. b) 9.2 During the Non-Competition Period and for one year thereafter (two years after the Term)Period, Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) indirectly hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or its Affiliates at any time during the six (6) months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) 9.3 The Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. The Employee agrees that any breach of the covenants contained in this Section 11 9 would irreparably injure the CompanyCompany and/or its Affiliates. Accordingly, the Employee agrees that the CompanyCompany and/or its Affiliates, in addition to pursuing any other remedies it or they may have in law or in equity, may obtain an injunction against the Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 119. d) 9.4 The provisions of this Section 11 9 shall extend for the Term and survive the termination of this Agreement shall further extend for one year from the date of such termination (herein referred to as the “"Non-Competition Period”"). e) . The provisions of this Section 11 9 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination survive any termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) The Company Group shall provide Employee agrees that during the Non-Competition Period (access to trade secrets, as defined in C.R.S. § 7-74-101, et seq., for use during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, based on Employee’s unique and special capacity as a senior executive, with trade secrets, and in consideration of the Company providing Employee with access to such trade secrets 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 11(d10. 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 this Agreement intended and necessary to protect the Company Group’s trade secrets and legitimate business interests. (b) below)During the Prohibited Period, Employee shall not, without the prior written consent approval of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, orBoard, directly or indirectly, own more than 1% percent for Employee or on behalf of or in conjunction with any other person or entity of any class nature: (i) engage in or series of equity securities in, participate within the Market Area in competition with any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business member of the Company Group in any aspect of the Business by directly or indirectly (a “Competing Entity”A) owning, managing, operating or being an officer or director of any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition with any member of the Company Group in any capacity (with respect to this clause (B); and (ii) he shall not, in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any Competing Entitymember of the Company Group; (ii) appropriate any Business Opportunity of, directly or indirectlyrelating to, have any dealings member of the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or contact induce any customer, franchisee, real estate sales associate, loan originator, or regional owner of a franchise (A) to end their franchise or contract (or reduce their business) with any suppliers or customers member of the Company. As used Company Group or (B) to enter into any service to Employee or any other business, organization, program or activity, in each case (with respect to this Agreementclause (B)) that competes with the Business; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the term “Business” means Company Group to terminate his, her or its employment or engagement with any member of the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicingCompany Group. Notwithstanding the foregoing, an entity will not be deemed nothing in this Section 10 shall restrict Employee from engaging or participating in any activity permitted pursuant to be Section 2(a). (c) Because of the difficulty of measuring economic losses to the Company Group as a Competing Entityresult of a breach or threatened breach of the covenants set forth in this Section 10, and Employee will not because of the immediate and irreparable damage that would be deemed 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 engaged entitled to enforce the foregoing covenants, in the Businessevent of a breach or threatened breach, if (i) Employee is employed by an entity that is engaged in injunctions and restraining orders from any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf court of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees thatcompetent jurisdiction, without the prior written consent necessity of showing 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 than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers member of the Company to terminate their relationship with Group at law and equity. (d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the Company unenforceability of any specific covenant (or to modify such relationship in a manner that is adverse to portion thereof) shall not affect the interests of the Company) or (ii) hire or solicit the employment provisions of any employee who has been employed by the Company at the time of Employee’s termination other covenant (or at any time during the six months immediately preceding such date of hiring or solicitationportion thereof). This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that ifMoreover, in the opinion of event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such covenants are not reasonable in any respect, restrictions be enforced to the fullest extent which such court deems reasonable, and this Agreement shall thereby be reformed. (e) The following terms 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 to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.following meanings:

Non-Competition; Non-Solicitation. a) Employee agrees that during The Executive recognizes the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent highly competitive nature of the Company: ’s business and that the Executive’s position with the Company and access to and use of the Company’s confidential records and proprietary information renders the Executive special and unique. The Executive further acknowledges that he has the opportunity to obtain additional equity in the Company pursuant to Section 2. 1. The Executive hereby agrees that for the shorter of five (i5) years from the Separation Date or one (1) year from the exercise or termination, by voluntary relinquishing to the Company or other cancellation or termination in accordance with the terms of the applicable Company stock option plans (but not, for the avoidance of doubt, due to any transfer of options by the Executive as described in Section 2.1 without the subsequent exercise or termination of such transferred options), of all of his stock options in the Company (the “Restricted Period”), he shall not be a principal, manager, agent, consultant, officer, director or employee of, ornot, directly or indirectly, own more than 1% percent of any class or series of equity securities own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any partnershipmanner, corporation including as an officer, director, employee, independent contractor, stockholder, member, partner, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business with operations in the United States; provided, however, that (i) ownership of two percent (2%) or less of the stock or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business securities of the Company (a “Competing Entity”); publicly traded corporation and (ii) he passive ownership of less than a five percent (5%) interest as a limited partner of a venture capital fund, private equity fund or similar investment vehicle, or ownership of shares in a mutual fund shall notnot constitute a breach of this Section 4.5, on behalf in each case under this clause (ii), with respect to which the Executive has no role in the review, selection or management of any investments. For purposes hereof, the phrase, “Competing EntityBusiness,” shall mean any business or venture listed on Schedule A, directly or indirectly, have any dealings other business or contact with venture that has significant product activity in any suppliers or customers of the Company. As used areas listed in this AgreementSchedule B, provided, however, that a business or venture which imbeds or resells products or technology from the term “Business” means companies listed on Schedule A or from companies in the purchase, collection and management of portfolios of defaulted consumer receivables, product areas listed in Schedule B but which itself has no significant product activity in the area shall not include such collection and management activities to the extent they are incidental to be considered a business primarily engaged in loan origination or servicingCompeting Business. Notwithstanding the foregoing, an entity will not be deemed to be if the Executive seeks employment with any subsidiary, division, affiliate or unit of a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (a “Related Unit”) and if that Related Unit does not compete with the Company or any subsidiary or other affiliate with respect to products and services of the Company or any other affiliate at the times and as described above (a “Non-Competing BusinessesNoncompeting Related Unit”), (ii) the Executive may request a waiver of this Section 4.3 with respect to employment with such entity’s relationship Noncompeting Related Unit. The Company shall not unreasonably withhold its agreement to such a waiver; provided that in no event may the Executive engage in or assist in the activities of any Related Unit that is competitive with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company or any subsidiary or other affiliate with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period respect to products and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent services of the Company (or any other affiliate at the times and other than on behalf of as described above. During the Company)Restricted Period, Employee the Executive shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) hire, subcontract, employ, engage or solicit the customers or suppliers any person who was an employee of the Company at the Separation Date or within six (6) months prior thereto, nor will the Executive attempt to terminate their relationship hire or solicit any such person, provided, however, that this subsection (i) shall not apply with respect to any person following the expiration of one hundred eighty (180) days from his/her termination of employment with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire solicit for a Competing Business or solicit the employment of any employee who has been employed by endeavor to entice away from the Company at or any of its subsidiaries, in either case with respect to products or services described in Schedule B, any person or entity who is, or was within the time then most recent 12-month period, a customer of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree or any of its subsidiaries. The Executive acknowledges that the covenants business of non-competition the Company is worldwide in scope and non-solicitation are reasonable covenants under the circumstances, therefore understands and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach there is no geographic limitation on the scope of the covenants contained in this Section 11 would irreparably injure the Company4.3. Accordingly, Employee The Executive further agrees that the nature of the Company’s confidential information and the goodwill relationships that were developed for the Company during the Executive’s employment support the continuation of the restrictions pursuant to this Section for five (5) years. Notwithstanding the foregoing, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any if a court having jurisdiction over determines that the matter, restraining any further violation geographic scope of this Section 11. d) The provisions or the length of the Restricted Period is excessive, the parties agree that this Section 11 shall extend for should be enforced to the Term and survive maximum extent that the termination of this Agreement for one year from the date of such termination (herein referred court determines to as the “Non-Competition Period”)be permissible. e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee agrees that during the Non-Competition Period (as defined in Subject to Section 11(d) below6.05(e), without the prior written consent each of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he Restricted Sellers shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his their own behalf or on behalf of or in connection with any person other Person, as principal, agent, shareholder, lender, investor, advisor, employee or entityconsultant, during the period commencing on the Closing Date and ending three (3) years after the Closing Date (the “Restricted Term”) and within all or any part of the United States and Canada (the “Territory”): (i) directly or indirectly carry on, engage in or participate in the business of producing, selling or distributing any products which are in competition with those produced, sold or distributed by any Acquired Company determined as of the Closing Date, including, without limitation, trim, fascia, soffit, column wraps, decorative moulding and other similar building and surface applications composed or made from cellular pvc or any material that competes with cellular pvc during the Restricted Term (a “Competitive Business”), in all or any part of the Territory; or (ii) have any direct or indirect interest in or with any Person, including any partnership or joint venture, if any part of the activities of such Person consists of carrying on, engaging in or participating in a Competitive Business. (b) Subject to Section 6.05(e), each of the Sellers shall not, during the Restricted Term, directly or indirectly, on its or their own behalf or on behalf of or in connection with any other Person, in any capacity whatsoever: (i) solicit the customers or suppliers of the Company offer employment to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment or engagement of or otherwise entice away from employment with any employee who has been employed by the Acquired Company at the time of Employee’s termination any Key Employee whether or at not any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Key Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that would commit any breach of his or her contract or terms of employment by leaving the employ of any Acquired Company; or (ii) procure or assist any Person to offer employment or solicit the employment or engagement of or otherwise entice away from employment with any Acquired Company any such Key Employee, provided, that the foregoing restrictions shall not apply to prohibit any advertisement for employment that is available to the public in general, whether by publication in the printed media or otherwise, that is not specifically directed or targeted at any Key Employee (but shall apply in respect of any Key Employee responding to any such advertisement). (c) Each of the Restricted Sellers shall not, during the Restricted Term, directly or indirectly, on its or their own behalf or on behalf of or in connection with any other Person, in any capacity whatsoever, call on or solicit any of the customers, suppliers, designers or clients of any Acquired Company for the purpose of competing with any Acquired Company. (d) The Sellers agree that: (i) the covenants contained in this Section 11 6.05 are reasonable in the circumstances and are necessary to protect the Buyer; (ii) any breach or threatened breach by the Sellers of any of the applicable provisions of this Section 6.05 would irreparably injure cause serious and irreparable harm to the Company. AccordinglyBuyer which could not adequately be compensated for in damages, Employee agrees that the Companyas a result, in addition to pursuing any other remedies it may have in at law or in equity, may obtain an injunction against Employee from the Buyer shall be entitled to seek equitable relief, including injunctive relief and specific performance for any court having jurisdiction over such breach or threatened breach without the matter, restraining any further violation requirement of posting a bond or other security; and (iii) the principles of law to be applied to the interpretation of this Section 116.05 are those that apply to restrictive covenants given by a seller on the sale of a business. d(e) The Notwithstanding the foregoing provisions of this Section 11 6.05, the Sellers shall extend for the Term and survive the termination of not be in default under this Agreement for one year from by virtue of holding as a passive investor not more than five percent (5%) (including shares held by any Persons acting jointly or in concert with the date Sellers) of such termination the issued and outstanding shares or equity interests (herein referred to determined, in the case of any convertible debt or equity investment, on an “as converted” basis) of a corporation or other Person, the “Non-Competition Period”). e) The shares or equity interests of which are listed on a recognized stock exchange. Notwithstanding the foregoing, no Seller shall be in violation of the provisions of this Section 11 shall terminate if this Agreement is terminated 6.05 by the virtue of performing duties for any Acquired Company other than for Causeas an employee, consultant or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticeagent.

Non-Competition; Non-Solicitation. a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he During Executive’s employment with the Company and for a period of one year following Executive’s Termination Date if such Termination Date occurs prior to a Change of Control or two years following Executive’s Termination Date if such Termination Date occurs after a Change of Control (each, a “Restricted Period”), Executive agrees that Executive shall not be a principal, manager, agent, consultant, officer, director or employee of, ornot, directly or indirectly, own more than 1manage, operate, join, control, be employed by or participate in the management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner or investor in, any operations of a business that are in competition with the business of the Company in the material plays or fields in which the Company has or proposes to have operations as set forth on Exhibit A to this Agreement, which Exhibit A may be modified prior to the time of Executive’s termination of employment by the Board upon written notification of such modification to Executive (the “Xxxxxxx Plays and Fields”); provided, however, that nothing in this Section 7(b) shall prohibit Executive from (A) participating in operations of a business to the extent such operations are not in competition with the business of the Company in the Xxxxxxx Plays and Fields, (B) participating solely as a passive investor in oil xxxxx or similar investments, owning 5% percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Exchange Act, or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged making passive investments in any business activity competitive hedge, private equity or mutual fund or similar investment vehicle, or (directly or indirectlyC) with serving as a director of an entity that has less than 10% of its assets located in the Business of the Company (a “Competing Entity”); Xxxxxxx Fields and Plays. (ii) he shall notDuring Executive’s employment with the Company and during the applicable Restricted Period, on behalf of Executive agrees not to, in any Competing Entityform or manner, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his or her own behalf or on behalf in combination with others (A) solicit, induce or influence any customer, supplier, lender, lessor or any other person with a business relationship with the Company to discontinue or reduce the extent of such business relationship, or (B) recruit, solicit or otherwise induce or influence any person or entity, directly or indirectly, (i) solicit the customers or suppliers employee of the Company to terminate discontinue their relationship employment with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a(i) Employee As an express incentive for the Company to enter into this Agreement, Executive has voluntarily agreed to the covenants set forth in this Section 4(b). Executive agrees and acknowledges that during the Non-Competition Period limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, will not cause Executive 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. (as defined in Section 11(dii) below)During the Prohibited Period, Executive shall not, without the prior written consent approval of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, orBoard, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf Executive or on behalf of or in conjunction with any other person or entity of any nature: (A) engage or carry on within the Market Area in competition with any member of the Company Group in any aspect of the Business, which prohibition shall prevent Executive from directly or indirectly (A) owning, managing, operating or being an officer or director of any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entityentity engaged in, directly or indirectlyplanning to engage in, (i) solicit the customers Business in the Market Area in competition, or suppliers anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Executive’s duties or responsibilities involve direct or indirect responsibilities with respect to the Business; (B) solicit, canvass, approach, encourage, entice or induce any Protected Customer or Supplier of any member of the Company Group to cease or lessen such Protected Customer’s or Supplier’s business with any member of the Company Group; or (C) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group with respect to whom or which Executive had direct or indirect responsibilities or about whom Executive obtained Confidential Information to terminate their relationship his, her or its employment or engagement with any member of the Company (Group. Notwithstanding the foregoing or to modify such relationship anything contained in a manner that is adverse this Agreement to the interests contrary, nothing shall prohibit Executive from purchasing or owning less than five percent (5%) of any corporation or entity, provided that such ownership represents a passive investment and that Executive is not a controlling person of, or a member of a group that controls, such corporation. (iii) Because of the Company) or (ii) hire or solicit the employment difficulty of any employee who has been employed by measuring economic losses to the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means Group as a result of a general advertisement. c) Employee breach or threatened breach of the covenants set forth in this Section 4(b), and because of the immediate and irreparable damage that would be caused to the members of the Company agree that Group for which they would have no other adequate remedy, the covenants Company and each other member of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that ifCompany Group shall be entitled to enforce the foregoing covenants, in the opinion 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 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. (iv) The covenants in this Section 4(b), 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 event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such covenants are not reasonable in any respect, restrictions be enforced to the fullest extent which such court shall have the rightdeems reasonable, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”)shall thereby be reformed. e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee SES acknowledges that Consultant possesses significant knowledge of SES’ confidential and proprietary information including business practices, customers, partners and SES’ proprietary gasification technology systems. Taking into account this acknowledgment, Consultant agrees that during the Non-Competition Period (as defined term of this Agreement and for the twelve month period following the date thereof, Consultant shall not, acting alone or in Section 11(d) below), without the prior written consent of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, orconjunction with others, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly area in which it has worked for SES or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entityas to which it has received Proprietary Information relating to SES invest or engage, directly or indirectly, have in any dealings Competing Business (as defined below). or contact accept employment with or render services to such a Competing Business as a director, officer, agent, executive or consultant or in any suppliers other capacity without prior written consent from SES. Notwithstanding the above, Consultant may serve as an officer, director, agent, employee or customers consultant to a Competing Business whose business is diversified and which is, as to the part of its business to which Consultant is providing services, not a Competing Business; provided, that prior to accepting employment or providing services to such a Competing Business, Consultant and the Competing Business will provide written assurances satisfactory to SES that Consultant will not render services directly or indirectly for a twelve month period to any portion of the Company. As used in Competing Business which competes directly or indirectly with SES. (b) For purposes of this Agreement, the term “Competing Business” means the purchaseany individual, collection and management of portfolios of defaulted consumer receivablesbusiness, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination firm, company, partnership, joint venture, organization, or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an other entity that is engaged in any meaningful way in one the actual or more businesses other than intended business of SES and/or its affiliates during the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely term of this Agreement including providing proprietary gasification technology systems and solutions to the Non-Competing Businessesenergy and chemical industries and using the technology of SES to produce and manufacture syngas from coal, biomass, municipal wastes and (iii) if requested by the Companyrefuse derived fuels and petroleum coke, such entity as well as a variety of chemical products, fertilizers and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement transportation fuels, as well as other clean energy technologies in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf which Consultant has knowledge of the Company)’s involvement during the term of this Agreement. For the purposes of clarity, Employee Competing Business does not include commercial and technical development of industrial projects which, in the good faith determination of Consultant, are considering or may use SES’ proprietary gasification technology systems or providing support to financial entities, engineering or technology research companies, which in the good faith determination of Consultant are, considering the commercial use of SES’ proprietary gasification technology; provided, however, that if any such individual, business, firm, company, partnership, joint venture, organization, or other entity described in this sentence shall notdetermine, on his own behalf in the good faith discretion of Consultant, that it is unlikely that it will use SES’ proprietary gasification technology systems, such individual, business, firm, company, partnership, joint venture, organization, or on behalf of any person other entity shall be deemed a Competing Business, and if Consultant is acting as an officer, director, agent, employee or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company consultant at the time of Employee’s termination or at any time during such determination, it shall cease to promptly cease to act in such capacity unless otherwise consented to by the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee CEO and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11Board. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee agrees During the Employment Term and for a period of eighteen (18) months thereafter, Koblish will not, except with the prior written consent of the Board, directly or indirectly own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any business or enterprise that is engaged in a geographic area in which the Company or any of its affiliates is operating either during the NonEmployment Term or on the date Koblish’s employment terminates, as applicable, (whether or not such business is physically located within those areas) (the “Geographic Area”), in any biomaterials business that is directly competitive to a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during the Employment Term or on the date Koblish’s employment terminates, as applicable (“Competing Business”). It is recognized by Koblish that the business of the Company and its affiliates and Koblish’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-Competition Period competition covenant are therefore not appropriate. (b) The foregoing restrictions shall not be construed to prohibit the ownership by Koblish of less than five percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), provided that such ownership represents a passive investment and that neither Koblish nor any group of persons including Koblish in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as defined in Section 11(da shareholder, or seeks to do any of the foregoing. (c) below)Koblish further covenants and agrees that, during the Employment Term and for the period of eighteen (18) months thereafter, Koblish will not, without the prior written consent of the Company: (i) he shall not be , personally solicit for a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of Competing Business any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business customer that was a customer of the Company (a “Competing Entity”); and (ii) he shall not, on behalf or any of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of its affiliates during the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf Employment Term or on behalf of the date on which Koblish’s employment terminates or any person who is a managerial or entity, directly or indirectly, (i) solicit the customers or suppliers higher level employee of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time date Koblish’s employment terminates. The foregoing covenant of Employee’s termination or at Koblish shall not apply to any time during the six person after twelve months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as elapsed subsequent to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of on which such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated person’s employment by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticehas terminated.

Non-Competition; Non-Solicitation. a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he During Executive’s employment with the Company and for a period of one year following Executive’s Termination Date if such Termination Date occurs prior to a Change of Control or two years following Executive’s Termination Date if such Termination Date occurs after a Change of Control (each, a “Restricted Period”), Executive agrees that Executive shall not be a principal, manager, agent, consultant, officer, director or employee of, ornot, directly or indirectly, own more than 1manage, operate, join, control, be employed by or participate in the management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner or investor in, any operations of a business that are in competition with the business of the Company in the material plays or fields in which the Company has or proposes to have operations as set forth on Exhibit A to this Agreement, which Exhibit A may be modified prior to the time of Executive’s termination of employment by the Board upon written notification of such modification to Executive (the “Wxxxxxx Plays and Fields”); provided, however, that nothing in this Section 7(c) shall prohibit Executive from (A) participating in operations of a business to the extent such operations are not in competition with the business of the Company in the Wxxxxxx Plays and Fields, (B) participating solely as a passive investor in oil wxxxx or similar investments, owning 3% percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Exchange Act or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged making passive investments in any business activity competitive hedge, private equity or mutual fund or similar investment vehicle, (directly C) serving as a director of an entity that has less than 5% of its assets located in the Wxxxxxx Fields and Plays, or indirectly(D) with serving as a director of Denbury Resources Inc. or PDC Energy, Inc., and on and after the Business Termination Date, serving as a director of the Company (a “Competing Entity”); and any company that has common stock which is publicly traded on an established securities exchange. (ii) he shall notDuring Executive’s employment with the Company and during the applicable Restricted Period, on behalf of Executive agrees not to, in any Competing Entityform or manner, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf in combination with others (A) solicit, induce or influence any customer, supplier, lender, lessor or any other person with a business relationship with the Company to discontinue or reduce the extent of such business relationship or (B) recruit, solicit or otherwise induce or influence any person or entity, directly or indirectly, (i) solicit the customers or suppliers employee of the Company to terminate discontinue their relationship employment with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee agrees During the period commencing on the Closing Date and ending on the seventh (7th) anniversary of the Closing Date (the “Restricted Period”), no Seller shall, and each such Seller shall cause its current and future Affiliates to the extent such Affiliates are controlled by such Seller (each a “Restricted Party”) not to, directly or indirectly (except in service of Buyer or its Affiliates, including the Companies), (i) manage, operate, control or in any capacity, engage in or have any direct or indirect ownership interest in, (ii) sponsor, advise, provide funding to or otherwise assist any other Person to engage in or (iii) permit any Seller’s name to be used in connection with any business in North America (the “Restricted Territory”) which is engaged, either directly or indirectly, in the Business as conducted by the Companies on the Closing Date (the “Restricted Business”); provided, that during (A) the Non-Competition Period passive beneficial ownership (as defined in Section 11(d13(d) below), without the prior written consent of the Company: Exchange Act) of less than 2% of the outstanding equity securities of a publicly-held corporation that is engaged in a Restricted Business within the Restricted Territory or a private equity investment in which the Seller does not participate in management of less than 5% of the outstanding equity securities of a private equity fund of $250 million or more with one or more portfolio companies engaged in a Restricted Business within the Restricted Territory, (iB) he the ownership and operation of a logistics services company operating in the pharmaceutical industry or the sale of medical surgical and laboratory consumables and supplies, durable medical equipment and other non-pharmaceutical items, (C) the ownership of and operation of the business of Apace in substantially the same manner and scope as such business is currently conducted and (D) any of those activities listed on Schedule 7.07 shall not be deemed, solely by reason thereof, a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent violation of any class or series this Section 7.07(a). For purposes of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Businessengage in” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in includes any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement interest in the Business on behalf of such entityany enterprise, whether as a stockholder, member, partner, joint venturer, franchisor, franchisee, owner, investor, agent, employee executive, consultant or otherwise or rendering any direct or indirect service or assistance to any Person. (b) During Each Restricted Party covenants that during the Non-Competition Period and for one year thereafter (two years after the Term)Restricted Period, Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee such Restricted Party shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers employment or suppliers engagement of services of, or hire, any Person who was an employee or independent contractor of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or Companies at any time during the six 12 months preceding the Closing Date, or persuade, induce or in any manner attempt to persuade or induce any such Person to terminate or diminish such Person’s relationship with Buyer or its Affiliates (including the Companies), or (ii) solicit any customer who was a customer of the Business immediately preceding such date prior to the Closing for the purpose of hiring providing products that compete with those offered by the Business. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 7.07(b) shall prohibit any Restricted Party from soliciting any Person whose employment or solicitation. This provision does not prohibit engagement of services was terminated by Buyer or its Affiliates (including the solicitation of employees by means of a general advertisementCompanies). (c) Employee Each Restricted Party acknowledges and agrees that (i) the time, scope, and other provisions in this Section 7.08 have been specifically negotiated by sophisticated commercial parties and specifically hereby agrees that such time, scope and other provisions are reasonable and necessary under the circumstances to protect the legitimate interests of Buyer and the Company agree that Companies, (ii) each Restricted Party, as applicable, can comply with the restrictive covenants contained in this Section 7.08 and still find gainful employment in such Restricted Party’s chosen field of employment, if applicable, without violating the agreements and covenants contained herein, (iii) the restrictions contained in this Section 7.08 constitute a material inducement to Buyer to enter into this Agreement and consummate the Contemplated Transactions and (iv) Buyer would not have entered into this Agreement but for the restrictive covenants of non-competition and non-solicitation the Restricted Parties set forth in this Section 7.08. For the avoidance of doubt, the provisions of this Section 7.08 are reasonable covenants under the circumstancesnot intended to, and further agree that ifshall not, in the opinion of any court of competent jurisdiction such covenants are not reasonable result in any respect, 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 to enforce the remainder of these covenants as so amended. Employee agrees that any breach modification of the covenants contained in any Transaction Document or any other Contract entered into between any Restricted Party, on the one hand, and Buyer or its Affiliates (including the Companies), on the other hand, and, in this Section 11 would irreparably injure regard, to the Company. Accordinglyextent any of the covenants in this Agreement overlap with the covenants contained in any Transaction Document or such other Contract, Employee the provision that is more restrictive upon the Restricted Party shall control. (d) Each Restricted Party acknowledges and agrees that the Company, in addition to pursuing (i) any other remedies it may have in law violation or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further threatened violation of this Section 11. d7.08 may result in irreparable injury to Buyer (the exact amount of which may be difficult to ascertain, and for which the remedies at law may be inadequate), (ii) The provisions of Buyer shall be entitled to preliminary and permanent injunctive relief to have this Section 11 shall extend for the Term 7.08 specifically enforced (and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). erecover its reasonable attorneys’ fees and costs incurred thereby) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination any such violation or threatened violation of this Agreement Section 7.08 without the necessity of posting any bond, which rights shall be cumulative and in addition to any other rights or if remedies to which Buyer may be entitled, and (iii) without limiting the Company defaults on generality of the foregoing, the Restricted Period solely with respect to a Restricted Party who is in breach of such Restricted Party’s obligations under this Section 7.08 shall be extended for an additional period equal to the duration of such breach. (e) The Parties further acknowledge and agree that if, at any time, despite the express agreement of the Parties, a court of competent jurisdiction holds pursuant to a final judgment that any portion of this Section 7.08 is unenforceable because any of its payment obligations set forth in the restrictions contained herein are unreasonable, or for any other reason, such decision shall not affect the validity or enforceability of any of the other provisions of this Agreement, which payment default and the maximum restrictions of time or scope reasonable under the circumstances, as determined by such court, will be substituted for any such restrictions that are held unenforceable. In the event that any covenant contained in this Section 7.08 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is not cured within fifteen (15) days after noticeexpressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law.

Non-Competition; Non-Solicitation. (a) Employee agrees During the Employment Term and for a period of two years thereafter, Koblish will not, except with the prior written consent of the Board, directly or indirectly own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any business or enterprise that is engaged in a geographic area in which the Company or any of its affiliates is operating either during the NonEmployment Term or on the date Koblish's employment terminates, as applicable, (whether or not such business is physically located within those areas) (the "Geographic Area"), in any biomaterials business that is directly competitive to a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during the Employment Term or on the date Koblish's employment terminates, as applicable ("Competing Business"). It is recognized by Koblish that the business of the Company and its affiliates and Koblish's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-Competition Period competition covenant are therefore not appropriate. (b) The foregoing restrictions shall not be construed to prohibit the ownership by Koblish of less than five percent of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), provided that such ownership represents a passive investment and that neither Koblish nor any group of persons including Koblish in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as defined in Section 11(da shareholder, or seeks to do any of the foregoing. (c) below)Koblish further covenants and agrees that, during the Employment Term and for the period of two years thereafter, Koblish will not, without the prior written consent of the Company: (i) he shall not be , personally solicit for a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of Competing Business any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business customer that was a customer of the Company (a “Competing Entity”); and (ii) he shall not, on behalf or any of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of its affiliates during the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf Employment Term or on behalf of the date on which Koblish's employment terminates or any person who is a managerial or entity, directly or indirectly, (i) solicit the customers or suppliers higher level employee of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time date Koblish's employment terminates. The foregoing covenant of Employee’s termination or at Koblish shall not apply to any time during the six person after twelve months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as elapsed subsequent to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of on which such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated person's employment by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticehas terminated.

Non-Competition; Non-Solicitation. (a) Employee agrees that during the Non-Competition Period (as defined in Subject to Section 11(d) below6.9(a)(iii), without as a material inducement to Buyer to enter into this Agreement, the prior written consent of Company and the Company: Sellers shall not, and shall cause their Affiliates not to, directly or indirectly (whether by itself, through an Affiliate or in partnership or conjunction with, or as a member, owner, consultant or agent of, any other Person): (i) he shall not for a period of three (3) years following the Closing Date, undertake, participate in, carry on or be a principalengaged in, manageror in any other manner advise or knowingly assist, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities have an interest in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged Person anywhere in any business activity competitive (directly or indirectly) the world in connection with the Business operation of, the design, manufacture, marketing or sale of any Products of the Company type manufactured for sale or sold by and for purposes of the Acquired Business (a “Competing EntityBusiness Activities”, but which excludes, for the avoidance of doubt, any activities in the Hearing Health Field of Use); and (ii) he shall notfor a period of three (3) years following the Closing Date, on behalf solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any Transferred Employee to resign or otherwise leave the employ of any Competing EntityXxxxx or the Acquired Company or otherwise hire, directly employ, engage or indirectly, have any dealings or contact contract with any suppliers Transferred Employee to perform services other than for the benefit of Buyer or customers of the Acquired Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. . (iii) Notwithstanding the foregoing, an entity will Sellers and their Affiliates shall not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged prohibited from or restricted in any meaningful way in one with respect to: (A) advertising job openings by use of newspapers, magazines, the Internet and other media, so long as such efforts are not specifically directed at individual Transferred Employees or more businesses other than the Business (the “Non-Competing Businesses”)hiring any such Transferred Employees as a result thereof, (iiB) hiring or soliciting any Transferred Employee who has terminated employment with Buyer, the Acquired Company or any Affiliate thereof (provided that such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf termination was not a result of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate breach by Sellers and their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.Affiliates

Non-Competition; Non-Solicitation. aThe Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and controlled affiliates and accordingly agrees as follows: 1. During the period commencing on the date of the Employee’s termination of employment and ending on the last day of the Payment Period (the “Restricted Period”), or such longer period as described in the last sentence of Section VII of this Agreement, the Employee will not, directly or indirectly, (w) Employee agrees that during the Non-Competition Period engage in any “Competitive Business” (as defined below) for the Employee’s own account, (x) enter the employ of, or render any services to, any person engaged in Section 11(dany Competitive Business, (y) below)acquire a financial interest in, without the prior written consent of the Company: (i) he shall not be a or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, manager, agent, trustee or consultant, officer, director or employee (z) interfere with business relationships between the Company and customers or suppliers of, oror consultants to, the Company. 2. For purposes of this Section VI, a “Competitive Business” means, as of any date, including during the Restricted Period, any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages in or proposes to engage in the following activities in any geographical area in which the business unit for which the Employee works does business: the manufacture and sale of vinyl, vinyl clad and aluminum windows, vinyl and composite siding and vinyl and composite fencing, decking and railing. 3. For purposes of this Section VI and of Section VII of this Agreement, the Company shall be construed to include the Company and its subsidiaries and controlled affiliates. 4. Notwithstanding anything to the contrary in this Agreement, the Employee may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Employee (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 one percent (1%) or more than 1% percent of any class or series of equity securities inof such person. 5. During the Restricted Period, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall Employee will not, on behalf of any Competing Entity, directly or indirectly, have without the Company’s written consent, solicit or encourage to cease to work with the Company any dealings employee or contact any consultant of the Company or any person who was an employee of or consultant then under contract with the Company within the six-month period preceding such activity. In addition, during the Restricted Period, the Employee will not, without the Company’s written consent, directly or indirectly hire any suppliers person who is or customers who was, within the six-month period preceding such activity, an employee of the Company. 6. As used The Employee understands that the provisions of this Section VI.A may limit the Employee’s ability to earn a livelihood in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities a business similar to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by of the Company, but the Employee nevertheless agrees and hereby acknowledges that (A) such entity and Employee shall provide provisions do not impose a greater restraint than is necessary to protect the Company with reasonable assurances that Employee will have no direct goodwill or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the business interests of the Company, (B) or such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iiC) hire or solicit such provisions are not harmful to the employment general public and (D) such provisions are not unduly burdensome to the Employee. In consideration of any employee who has been employed by the Company at foregoing and in light of the time of Employee’s termination education, skills and abilities, the Employee agrees that he shall not assert that, and it should not be considered that, any provisions of Section VI.A. otherwise are void, voidable or at any time during the six months immediately preceding such date of hiring unenforceable or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisementshould be voided or held unenforceable. c) 7. It is expressly understood and agreed that, although the Employee and the Company agree consider the restrictions contained in this Section VI.A to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the covenants time or territory or any other restriction contained in this Section VI.A or elsewhere in this Agreement is an unenforceable restriction against the Employee, the provisions of non-competition this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and non-solicitation are reasonable covenants under the circumstancesterritory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, and further agree that if, in the opinion of if any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees finds that any breach of the covenants restriction contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company other than for Cause, or in the event enforceability of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticethe other restrictions contained herein.

Non-Competition; Non-Solicitation. aEmployee acknowledges and recognizes the highly competitive nature of the businesses of the Companies and accordingly agrees as follows: (i) During the two-year period commencing on the date of Employee’s termination of employment (the “Restricted Period”), or such longer period as described in the last sentence of Section 9 of this Agreement, Employee agrees that during the Non-Competition Period will not, directly or indirectly, (w) engage in any “Competitive Business” (as defined below) for Employee’s own account, (x) enter the employ of, or render any services to, any person engaged in Section 11(dany Competitive Business, (y) below)acquire a financial interest in, without the prior written consent of the Company: (i) he shall not be a or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, manager, agent, trustee or consultant, officer, director or employee (z) interfere with business relationships between the Companies and customers or suppliers of, oror consultants to, the Companies. (ii) For purposes of this Section 6, a “Competitive Business” means as of any date, including during the Restricted Period, any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages in or proposes to engage in the following activities in any geographical area in which Employee works: (x) the manufacture and sale of windows; vinyl and composite siding, fencing, decking and railing; and entry and patio doors and (y) any new product lines and businesses entered into by the Companies during the Term. (iii) Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Companies which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Employee (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 one percent (1%) or more than 1% percent of any class or series of equity securities inof such person. (iv) During the Restricted Period, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall Employee will not, on behalf of any Competing Entity, directly or indirectly, have without the Companies’ written consent, solicit or encourage to cease to work with the Companies any dealings employee or contact with any suppliers or customers consultant of the CompanyCompanies or any person who was an employee of or consultant then under contract with the Companies within the six-month period preceding such activity. As used In addition, during the Restricted Period, Employee will not, without the Companies’ written consent, directly or indirectly hire any person who is or who was, within the six-month period preceding such activity, an employee of any of the Companies. (v) Employee understands that the provisions of this Section 6 may limit Employee’s ability to earn a livelihood in this Agreement, a business similar to the term “Business” means business of the purchase, collection and management of portfolios of defaulted consumer receivablesCompanies, but shall Employee nevertheless agrees and hereby acknowledges that (A) such provisions do not include impose a greater restraint than is necessary to protect the goodwill or other business interests of the Companies, (B) such collection provisions contain reasonable limitations as to time and management activities scope of activity to be restrained, (C) such provisions are not harmful to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, general public and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (iiD) such entityprovisions are not unduly burdensome to Employee. In consideration of the foregoing and in light of Employee’s relationship with Employee relates solely to the Non-Competing Businesseseducation, skills and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term)abilities, Employee agrees that he shall not assert that, without the prior written consent and it should not be considered that, any provisions of the Company (and other than on behalf of the Company)Section 6 otherwise are void, Employee shall not, on his own behalf voidable or on behalf of any person unenforceable or entity, directly should be voided or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisementheld unenforceable. c(vi) It is expressly understood and agreed that, although Employee and the Company agree Companies consider the restrictions contained in this Section 6 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the covenants time or territory or any other restriction contained in this Section 6 or elsewhere in this Agreement is an unenforceable restriction against Employee, the provisions of the 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 enforceability of any of the other restrictions contained herein. (vii) Employee shall be required to comply with the requirements of this Section 6 during the Restricted Period only for so long as the Companies provide him with the Severance. (viii) The provisions of this Section 6 shall not limit, or be limited by, the Stockholders’ Agreement, including the non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11thereof. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. aAs a result of joint development work with LANCER under this Agreement, WEIKXX xxx AG METALS will have access to trade secrets and confidential information about LANCER, its products, its customers, and its methods of doing business, and will develop trade secret and confidential information relating to the Product(s) Employee and Technology. Therefore, in consideration of the payment of the Consideration and for consulting Services, as a condition precedent to LANCER's willingness to enter into this Agreement and perform hereunder, AG METALS hereby agrees that during the Non-Competition Period (as defined in Section 11(d) below)term of this Agreement, without the prior written consent of the Company: AG METALS (i) he shall not be a principalengage (whether as an owner, operator, manager, agentemployee, officer, director, consultant, officeradvisor, director representative or employee of, or, otherwise) directly or indirectly, own more than 1% percent of indirectly in any class or series of equity securities in, any partnership, corporation activity or other entity, which, now business competitive with LANCER's business or at such time, has material operations which are engaged in any business activity manner competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”)Products or Technology; and (ii) he shall not, on behalf of any Competing Entity, not directly or indirectlyindirectly (a) call on, have solicit, or take away any dealings of Lancer's customers or contact with potential customers; or (b) solicit or take away or attempt to solicit or take away any suppliers of Lancer's employees, contractors, or customers of the Company. As used in this Agreementagents, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination for AG METALS or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one other person or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, ; and (iii) if requested shall not undertake any activity competitive with the Product(s) or the Technology in which the loyal and complete fulfillment of the duties of the competitive activity would require AG METALS to reveal, to make judgements on, or otherwise to use any confidential business information or trade secrets of LANCER's business to which AG METALS had access by reason of its relationship with and/or work with LANCER. If permitted by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent laws of the Company (and other than on behalf of state or country where AG METALS is located or where the Company)activities at issue are taking place, Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained restrictions set forth in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation paragraph shall continue for a period of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the three years following termination of this Agreement (regardless of the reason for one year from termination), except that the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations restriction set forth in item (i) of this paragraph shall, after termination of this Agreement, which payment default is not cured within fifteen be limited to activities or other business competitive in any way with (15a) days after noticethe type of amalgam represented by the Product(s), or (b) the Technology necessary to produce the Product(s), including the spherical dispersion system and any other systems developed in the course of the relationship between the Parties.

Non-Competition; Non-Solicitation. (a) The Company has provided and shall, during the Employment Period, continue to provide Employee access to 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 of the Company providing Employee with access to Confidential Information, and as an express incentive for the Company to enter into this Agreement and to continue to employ Employee hereunder, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that during the Non-Competition Period 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. (as defined in Section 11(db) below)During the Prohibited Period, Employee shall not, without the prior written consent approval of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, orBoard, directly or indirectly, own more than 1% percent for Employee or on behalf of or in conjunction with any other person or entity of any class nature: (i) engage in or series participate within the Market Area in competition with any member of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged the Company Group in any business activity competitive (aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with the Business any member of the Company Group in the Market Area; or (a “Competing Entity”B) joining, becoming an employee or consultant of, 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 in any capacity (with respect to this clause (B); and (ii) he shall not, in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any Competing Entitymember of the Company Group; (ii) appropriate any Business Opportunity of, directly or indirectlyrelating to, have any dealings member of the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or contact induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any suppliers or customers member of the Company. As used in this AgreementCompany Group; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the term “Business” means Company Group to terminate his, her or its employment or engagement with any member of the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Company Group. (c) Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entityfollowing the Termination Date, and Employee will not be deemed to be engaged the above-referenced limitations in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”Sections 10(b)(i), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by shall not apply in those portions of the Company, such entity and Employee shall provide Market Area located within the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf State of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term)Oklahoma. Instead, Employee agrees that, without following the prior written consent Termination Date, the restrictions on Employee’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 9 and Section 10(b)(iv) above) shall be as follows: during that portion of the Prohibited Period that follows the Termination Date, Employee will not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company (and or any other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers member of the Company Group. (d) Because of the difficulty of measuring economic losses to terminate their relationship with the Company (or to modify such relationship in Group as a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means result of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise breach or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any threatened breach of the covenants contained set forth in Section 9 and in this Section 11 10, and because of the immediate and irreparable damage that would irreparably injure be caused to the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation members of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company Group for which they would have no other than for Causeadequate remedy, or the Company and each other member of the Company Group shall be entitled to seek to enforce the foregoing covenants, in the event of a Constructive Termination 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 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. (e) The covenants in this Section 10, 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 event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (f) Nothing in this Section 10 shall be interpreted or applied in a manner to prevent or restrict Employee from practicing law, as it is the intent of this Agreement or if Section 10 to create certain limitations on Employee’s business activities only, and not to create limitations that would restrict Employee from practicing law. Employee acknowledges and agrees that, both before and after the Termination Date, he shall be bound by all ethical and professional obligations (including those with respect to conflicts and confidentiality) that arise from Employee’s provision of legal services to, and acting as legal counsel for, the Company defaults on any and, as applicable, the other members of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen the Company Group. (15g) days after notice.The following terms shall have the following meanings:

Non-Competition; Non-Solicitation. a) Employee agrees that a. In consideration of the offer of employment, severance benefits and Options to be granted to Park hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, during the Non-Competition Period (as defined in Section 11(d) below)Term, Park shall not, without the prior written consent of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged anywhere in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entityworld, directly or indirectly, (i) solicit enter into the customers employ of or suppliers of the Company render any services to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or any Competitive Business; (ii) hire engage in any Competitive Business for his own account; (iii) become associated with or solicit interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by the employment of any employee who has been Company while Park was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers or other persons with whom the Company has a contractual relationship. For purposes of this Agreement, a “Competitive Business” shall mean any person, corporation, partnership, firm or other entity which sells or has plans to sell ten (10) or more brands of luxury or high-end designer apparel and/or fashion accessories at prices that are consistently discounted to manufacturer’s suggested retail prices. However, nothing in this Agreement shall preclude Park from investing his personal assets in the time securities of Employee’s termination any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in him beneficially owning, at any time during time, more than three percent (3%) of the six months immediately preceding publicly-traded equity securities of such date Competitive Business. For purposes of hiring or solicitation. This provision does not prohibit this agreement, the solicitation “Non-Competition Term” shall mean a period beginning upon the commencement of employees by means the Employment Term and ending on the one (1) year anniversary of a general advertisementthe end of the Employment Term. c) Employee b. Park and the Company agree that the covenants of non-competition and non-solicitation contained in this paragraph 6 are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction jurisdiction, such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee Park agrees that any breach of the covenants contained in this Section 11 paragraph 6 would irreparably injure the Company. Accordingly, Employee Park agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee Park from any court having jurisdiction over the matter, restraining any further violation of this Section 11paragraph 6. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee During the Period of Employment, and for two (2) years thereafter (the "non- Competition Period), the Executive shall not in the United States, and in any other areas in which the Company has done business within five (5) years preceding the Effective Date (collectively, the "Territory"), directly or indirectly, either alone or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, company or corporation as principal, agent, employee, director, shareholder or in any other manner whatsoever (i) carry on or be engaged in the business of marketing executive benefit and insurance plans to large corporations and other organizations (the "Business") or any other business which is in competition with the Business as existing on the date hereof, or (ii) solicit business from, or sell to, any of the Company's customers in the Territory or any other person, firm or corporation in the Territory to whom the Company has sold products within five (5) years preceding the date of this Agreement where such solicitation or sale would involve the sale of products competitive with the Business. Nothing herein shall prohibit Executive from being an owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as he has no active participation in the business of such corporation. (b) Executive agrees that during the Non-Competition Period of Employment and for a period of two (as defined in Section 11(d2) below)year thereafter, without he will not directly or indirectly offer employment to any person who is currently or was within the last year employed by the Company, or, is or will be employed by the Company, except with the prior written consent of the Company: . (ic) he Nothing contained herein shall not be a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with way limit the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers ability of the Company to terminate their relationship with enforce the terms of the Non-Compete Agreement between the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants Executive dated as of non-competition and non-solicitation are reasonable covenants under the circumstancesSeptember 1, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 111999. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the CompanyCompany or any or its subsidiaries. As used in this Agreement, the term “Business” means government revenue administration; the administration, auditing and collection of taxes; skip tracing and asset location; and the purchase, collection and management of portfolios of defaulted and bankrupt consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, Entity and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term)Period, Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company or any of its subsidiaries to terminate their relationship with the Company or any of its subsidiaries (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company or any of its subsidiaries at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, in order to protect the Company’s goodwill and other legitimate business interests, such as business opportunities, customer and client contacts, prospects, contracts, lists and leads, and to ensure that former employees do not disclose the Company’s trade secrets and its proprietary and confidential information to its competitors. Employee and the Company further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year two years from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee agrees Executive acknowledges that during the Noncourse of Executive’s employment (which as used in this Restrictive Covenants Agreement shall include engagement as an independent contractor or other non-Competition Period employee role as well) with the Company, Executive has and shall become familiar with the Company’s corporate strategy, pricing and other market information, know-how, trade secrets, and valuable customer, supplier and employee relationships, and with other confidential or proprietary information concerning the Company, and that Executive’s services shall be of special, unique and extraordinary value to the Company. Executive also acknowledges that the Company’s business, through (as defined A) the location of its customers and facilities and (B) the area in Section 11(dwhich its services are offered, is international in scope and extends worldwide. Accordingly, Executive agrees that, during Executive’s employment with the Company and for twenty-four (24) belowmonths thereafter (unless some longer period is specified in any other agreement between Executive and the Company) (the “Noncompete Period”), without the prior written consent of the CompanyExecutive shall not directly or indirectly: (i) he own any interest in, manage, control, or in any other manner engage in, or take significant steps to engage in, any Competing Business (as defined on Annex 1 to this Agreement), provided nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of the stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation, or (ii) be a principalemployed by, managerconsult with, agentor render services to any Competing Business, whether as an employee, consultant, officercontractor, director advisor, member, director, or employee ofotherwise, orin a role that is similar to any role Executive held at any time while employed by the Company, directly that is executive or indirectlymanagerial in nature, own more than 1% percent or in which Executive could reasonably be expected to use or disclose any of any class confidential or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers proprietary information of the Company. As used , in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if either case (i) Employee is employed by an entity that is engaged or (ii), in any meaningful way in one state, country and area where the Company conducts business during Executive’s employment with the Company or more businesses other than has material plans to conduct business as of the Business termination of such employment (the “Geographic Area”). (b) During Executive’s employment with the Company and for twenty-four (24) months thereafter (the “Non-Competing BusinessesSolicit Period”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee Executive shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, not directly or indirectlyindirectly through another individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, unincorporated organization or other entity or group (iA) solicit the customers for employment or suppliers hire, employ or hire, or otherwise induce or attempt to induce any employee, consultant or other service provider of the Company to terminate their leave the employ or engagement of the Company, or in any way interfere with the relationship between the Company and any employee, consultant, or other service provider thereof, (B) solicit the business of or offer or provide services that are similar to the Company’s services to any of the Company’s customers, or (C) induce or encourage any customer, supplier, licensee, licensor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or business relation and the Company (including, without limitation, making any negative or to modify such relationship in a manner that is adverse to the interests of disparaging statements or communications regarding the Company) or (ii) hire or solicit in the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree Geographic Area; provided, that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstancesforegoing shall be limited to such employees, and further agree that ifconsultants, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respectservice providers, such court shall have the rightcustomers, power and authority to excise suppliers, licensees, licensors or modify such provision other business relations with which Executive had business dealings or provisions of these covenants as about whom or which Executive acquired information or had access to the court shall appear not reasonable and to enforce Company’s confidential information about the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure customer, employee, consultant, service provider, suppliers, licensee or licensor during Executive’s employment with the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) The Company has provided and shall, during the Employment Period, continue to provide Employee access to 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 of the Company providing Employee with access to Confidential Information, and as an express incentive for the Company to enter into this Agreement and to continue to employ Employee hereunder, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that during the Non-Competition Period 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. (as defined in Section 11(db) below)During the Prohibited Period, Employee shall not, without the prior written consent approval of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, orBoard, directly or indirectly, own more than 1% percent for Employee or on behalf of or in conjunction with any other person or entity of any class nature: (i) engage in or series participate within the Market Area in competition with any member of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged the Company Group in any business activity competitive (aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with the Business any member of the Company Group in the Market Area; or (a “Competing Entity”B) joining, becoming an employee or consultant of, 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 in any capacity (with respect to this clause (B); and (ii) he shall not, in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any Competing Entitymember of the Company Group; (ii) appropriate any Business Opportunity of, directly or indirectlyrelating to, have any dealings member of the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or contact induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any suppliers or customers member of the Company. As used in this AgreementCompany Group; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the term “Business” means Company Group to terminate his, her or its employment or engagement with any member of the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Company Group. (c) Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entityfollowing the Termination Date, and Employee will not be deemed to be engaged the above-referenced limitations in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”Sections 10(b)(i), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by shall not apply in those portions of the Company, such entity and Employee shall provide ​ Market Area located within the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf State of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term)Oklahoma. Instead, Employee agrees that, without following the prior written consent Termination Date, the restrictions on Employee’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 9 and Section 10(b)(iv) above) shall be as follows: during that portion of the Prohibited Period that follows the Termination Date, Employee will not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company (and or any other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers member of the Company Group. (d) Because of the difficulty of measuring economic losses to terminate their relationship with the Company (or to modify such relationship in Group as a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means result of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise breach or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any threatened breach of the covenants contained set forth in Section 9 and in this Section 11 10, and because of the immediate and irreparable damage that would irreparably injure be caused to the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation members of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company Group for which they would have no other than for Causeadequate remedy, or the Company and each other member of the Company Group shall be entitled to seek to enforce the foregoing covenants, in the event of a Constructive Termination 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 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. (e) The covenants in this Section 10, 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 event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement or if shall thereby be reformed. (f) The following terms shall have the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.following meanings:

Non-Competition; Non-Solicitation. (a) Employee Each Seller acknowledges that he, she or it is familiar with the trade secrets and other confidential information of the Company and its Subsidiaries and the Business. Therefore, and in further consideration of the compensation to be paid to Sellers hereunder, each Seller agrees to the covenants set forth in this Section 5.10 and acknowledges that Purchaser would not have entered into this Agreement but for Sellers’ agreement to the restrictions set forth in this Section 5.10. (b) In consideration of the benefits of this Agreement to each Seller and where goodwill is part of such consideration, and in order to induce Purchaser to enter into this Agreement and for Purchaser to acquire the Purchased Shares, each Seller agrees that during for a period of five (5) years from and after the Non-Competition Period (as defined in Section 11(d) below)Closing Date, without the prior written consent of the Company: (i) he no Seller shall, and shall cause its Affiliates not be a principal, manager, agent, consultant, officer, director or employee of, orto, directly or indirectly, own, operate, lease, manage, control, engage in, invest in, lend to, own more any debt or equity security of, permit his, her or its name to be used by, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporate or other business organization) or otherwise assist in any manner any Person with, as an employee, employer, consultant, agent, investor, principal, member, partner, stockholder, manager, officer or director, or in any other individual or representative capacity, any business that is engaged in or competitive with the Business, in each case, anywhere in the United States of America or Mexico (except as a passive owner of less than 1% two percent (2%) of the outstanding stock of any class or series publicly-traded corporation). (c) For a period of equity securities infive (5) years from and after the Closing Date, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he each Seller shall not, on behalf of any Competing Entityand shall cause their Affiliates not to, directly or indirectly: (i) solicit, have induce or attempt to induce any dealings Person who is or contact with any suppliers was within the prior two (2) years an employee or customers consultant of the Company. As used in this Agreement, any of its Subsidiaries or Purchaser (collectively, the term “Business” means Company Parties”) to leave the purchaseemploy of, collection and management of portfolios of defaulted consumer receivablesor engagement with, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of Parties, or in any way interfere with the Company), Employee shall not, on his own behalf or on behalf of relationship between any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (Parties and any employee or to modify such relationship in a manner that is adverse to the interests of the Company) or consultant thereof, (ii) hire or solicit engage any Person who is or was within the employment prior two (2) years an employee or consultant of any employee who has been employed by of the Company at Parties, or (iii) solicit, induce or attempt to induce any Person who is or was within the time prior two (2) years a customer, supplier, grower, harvester, warehouser, licensee, licensor, franchisee or other business relation of Employee’s termination any of the Company Parties to cease doing business with any of the Company Parties, or at in any time during way interfere with the six months immediately preceding relationship between any such date customer, supplier, grower, harvester, warehouser, licensee, licensor, franchisee or business relation and any of hiring the Company Parties. No Seller shall ever make or solicitation. This provision does not prohibit publish any statement or communication which is disparaging to the solicitation business or business reputation of employees by means any of a general advertisementthe Company Parties, or any of their respective shareholders, members, managers, officers, directors, employees, agents or Affiliates. c(d) Employee The Parties hereto acknowledge and the Company agree that the covenants Purchaser and each of non-competition its Affiliates, successors and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any assigns would suffer irreparable harm from a breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend 5.10 by any Seller and that money damages would not be an adequate remedy for the Term and survive the termination of this Agreement for one year from the date of any such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Causebreach. Therefore, or in the event of a Constructive Termination breach or threatened breach of this Agreement or if the Company defaults on any Section 5.10, Purchaser and each of its payment obligations Affiliates or their respective successors and assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance, injunctive and other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security and at the expense of the breaching Seller, including reasonable attorneys’ fees and expenses). The restrictive covenants set forth in this Section 5.10 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 Seller against Purchaser, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by Purchaser of any restrictive covenant contained in this Section 5.10. Purchaser has fully performed all obligations entitling it to the restrictive covenants set forth in this Section 5.10. (e) If the final judgment of a court of competent jurisdiction declares any term or provision of this Section 5.10 to be invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to 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 and that comes closest to expressing the intention of the invalid or unenforceable term or provision, 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 of an alleged breach or violation by any Seller of this Section 5.10, the five (5) year period described in clauses (b) and (c) above shall be tolled with respect to such Seller until such breach or violation has been duly cured. Each Seller agrees that the restrictions contained in this Section 5.10 are reasonable. (f) Purchaser acknowledges that notwithstanding anything to the contrary contained in this Agreement, PPI and Costa & Sons (collectively, the “Costas”) ,and their respective Affiliates (other than Affiliates, if any, that are bound by the terms of this Agreement) shall not be limited either from providing services as a grower or harvester to any Person (other than harvesting whole-leaf lettuce) or from selling any crops grown or harvested by the Costas or any of their Affiliates to any Person, or from otherwise engaging in the growing, investment and ownership activities set forth on Exhibit F to the Membership Interest Purchase Agreement, which payment default is not cured within fifteen (15) days after noticeincorporated herein by this reference.

Non-Competition; Non-Solicitation. (a) As additional consideration for Employee's employment with the Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Non-Competition Restricted Period (as defined in Section 11(d12(d) below), without the prior written consent of the CEO of the Company: (i) he , Employee shall not be be, nor shall he assist or enable any person or entity to become, a principal, manager, officer, director, agent, consultant, officer, director consultant or executive or management employee of, or, or directly or indirectly, indirectly own more than 1% percent of any class or series of equity securities in, any partnership, corporation entity or other entity, which, now or business which at such time, time has material operations which that are engaged in any business activity competitive (directly or indirectly) with the Business of buying distressed consumer debt (the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing”) . Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entitycompetitive with the Business, and Employee will not be deemed to be engaged in the BusinessBusiness in violation of the terms of this Section 12(a), if (iA) Employee is employed by an entity that is meaningfully engaged in any meaningful way in one or more businesses enterprises whose principal business is other than the Business (the “"Non-Competing Businesses”"), (iiB) such entity’s 's relationship with Employee relates solely to the Non-Competing Businesses, and (iiiC) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. (b) During As additional consideration for Employee's employment with the Non-Competition Period Company, the compensation paid and for one year thereafter (two years after payable to Employee hereunder and to induce the Term)Company to execute and deliver to Employee this Agreement, Employee agrees thatthat during the Restricted Period, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entityentity (other than on behalf of the Company), directly or indirectly, (i) solicit the clients, employees, customers or suppliers of the Company or any of its affiliates or subsidiaries to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) Company and its affiliates and subsidiaries or (ii) engage, hire or solicit the employment of of, whether on a full-time, part-time, consulting, advising, or any other basis, any employee who has been was employed by the Company at or its affiliates or subsidiaries on the time effective date of Employee’s 's termination or at any time during the six (6) months immediately preceding such date of hiring or solicitationtermination date. This provision does not prohibit the solicitation of employees by means of a general advertisement. (c) Employee and the Company agree agrees that the covenants of non-competition and non-solicitation in this Section 12 are reasonable covenants under the circumstances, circumstances and further agree agrees that if, in the opinion of any court of competent jurisdiction jurisdiction, any such covenants are not reasonable or are unenforceable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as appear to the court shall appear not reasonable or unenforceable and to enforce the remainder of these covenants as so amended, and to that end the provisions of this Section 12 shall be deemed severable. Employee agrees that any breach of the covenants contained in this Section 11 12 would irreparably injure the CompanyCompany and its subsidiaries and affiliates. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, matter restraining any further violation breach or threatened breach of this Section 1112. The Company may clawback any severance payments paid or payable to Employee under Section 9 in the event that Employee breaches this Section 12. (d) The provisions of this Section 11 12 shall extend be in effect for the Term duration of Employee's employment and shall survive the termination for any reason of this Agreement Employee's Employment with the Company for one year from a period of two years after the effective date of such termination (herein referred the "Restricted Period"). The Company may elect to as extend the “Non-Competition Period”)Restricted Period for an additional twelve (12) months by increasing any required severance payment to the Employee by one times the sum of Employee's then Base Salary and one times the average of the last three years Bonus payment. e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below)Competition; Non-Solicitation. For the period commencing on --------------------------------- the Closing Date and ending on the fifth anniversary of the Closing Date, no Seller Entity shall, without the prior written consent of Purchaser, engage in the Company: (i) he shall not be a principalproduction, manager, agent, consultant, officer, director sale or employee of, ordistribution of formaldehyde, directly or indirectly, own more than 1% percent as an owner, consultant, manager, partner, shareholder, agent or otherwise within the United States (the "Territory"), nor shall any officer or employee of any class or series of equity securities inSeller, any partnershipfor such period and in the Territory, corporation or other entitysolicit orders, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectlyindirectly from any customer of Purchaser, for the sale of formaldehyde, as an owner, consultant, manager, partner, shareholder, agent or otherwise. This Section 7.6 shall not be construed : (i) with the Business of the Company (to prohibit a “Competing Entity”); and (ii) he shall not, on behalf of any Competing EntitySeller Entity from engaging in a transaction whereby, directly or indirectly, have it acquires (whether by merger, stock purchase, asset purchase or otherwise), any dealings person or contact with business, or any suppliers interest in any person or customers business, engaged at the time of such acquisition in the manufacture or sale of formaldehyde; provided that, -------- at the time of such acquisition or at any time thereafter while this Section 7.6 is in effect, (A) no more than 15% of the Company. As used in this Agreement, revenues of such person or business results from the term “Business” means the purchase, collection and management manufacture or sale of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged formaldehyde in the Business, if United States and (iB) Employee is employed by an entity that is engaged in any meaningful way in one and no manufacture or more businesses other than sale of formaldehyde shall be conducted at the Business (the “Non-Competing Businesses”), Geismar site; or (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement prohibit a Seller Entity from engaging in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entitya transaction whereby, directly or indirectly, it is acquired (iwhether by merger, stock purchase, asset purchase or otherwise) solicit the customers by any person or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner business that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company engaged, at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that ifacquisition, in the opinion manufacture or sale of any court of competent jurisdiction such covenants are not reasonable formaldehyde, or to prevent the successor or surviving corporation in any respectsuch transaction from continuing to engage in the manufacture or sale of formaldehyde; provided that, while this Section -------- 7.6 is in effect, such court successor or surviving corporation 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 to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or engage in the event manufacture or sale of a Constructive Termination of this Agreement or if formaldehyde at the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticeGeismar site.

Non-Competition; Non-Solicitation. Each of HEI and HEA agrees, on behalf of itself and its affiliates, that: (a) Employee agrees that during For a period of four (4) years after the Non-Competition Period (as defined in Section 11(d) below)Closing Date, without the prior written consent neither HEI, HEA nor any of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, ortheir controlled Affiliates shall, directly or indirectly, own more than 1% percent either for itself or for any other person, participate in providing products or services in the merchant semiconductor packaging or test businesses to any person or entity anywhere in the world, it being understood and agreed that nothing in this Section 12.16 shall prohibit HEI, HEA or any of any class their controlled Affiliates from performing packaging or series test services for Hyundai fabricated product for Hyundai semiconductor units. For purposes of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, owner or otherwise. In the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination event that HEI or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if HEA is acquired (whether through (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”)sale of substantial assets, (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire merger, sale of stock or solicit otherwise pursuant to which the employment shareholders immediately prior to such transaction hold less than a majority of any employee who has been employed the voting securities of the surviving or acquiring corporation after such transaction), by an independent third party with operations in the Company merchant semiconductor packaging or test businesses at the time of Employee’s termination such transaction (a "Pre-Existing Test Business"), this prohibition shall not apply to such Pre- Existing Test Business. In the event that HEI acquires ownership or at control of the stock, business or assets of LG Semicon Co., Ltd. nothing in this Agreement shall be construed to limit the ability of LG Semicon Co., Ltd. and its Affiliates (as determined immediately prior to such acquisition) following such acquisition to continue to conduct the merchant semiconductor packaging and test businesses (if any) conducted by LG Semicon Co., Ltd. and its Affiliates prior to such acquisition to the extent theretofore conducted and with the customers theretofore served, it being understood and agreed that any time during expansion of such business following such acquisition shall be,subject to the six months immediately preceding such date prohibitions of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisementthis Section 12.16(a). (b) From and after the date hereof and continuing for a period of two (2) years after the Closing Date, neither HEI, HEA nor any of their Subsidiaries shall directly or indirectly offer employment to or hire any employee or former employee of the Company, ChipPAC Korea or ChipPAC Shanghai other than any employee whose employment is terminated by the Company or any of its Subsidiaries or Affiliates and other than former employees whose employment was terminated on or prior to December 1, 1998. (c) Employee and If, at the Company time of enforcement of this Section 12.16, a court shall hold that the duration, scope or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the covenants maximum duration, scope or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated restrictions contained herein. (d) Each of non-competition HEI and non-solicitation are reasonable covenants under the circumstances, HEA acknowledges and further agree agrees that if, in the opinion event of any court a breach of competent jurisdiction such covenants are not reasonable in any respectthis Section 12.16, such court money damages may be an inadequate remedy. Accordingly, each of HEI and HEA, on behalf of itself and its affiliates, agrees that the Company shall have the right, power and authority in addition to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and any other existing rights, to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in rights granted pursuant to this Section 11 would irreparably injure the Company. Accordingly12.16 not only by an action for damages, Employee agrees that the Company, in addition but also by an action for specific performance and/or other equitable relief to pursuing prevent any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation violations of this Section 1112. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) Employee agrees that a. In consideration of the offer of employment, severance benefits and Options to be granted to Xxxxxxx hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, during the Non-Competition Period (as defined in Section 11(d) below)Term of this Agreement and for a period equal to two years thereafter, Xxxxxxx shall not, without the prior written consent of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, oranywhere in the world, directly or indirectly, (i) enter into the employ of or render any services to any Competitive Business; (ii) engage in any Competitive Business for his own more than 1% percent of account; (iii) become associated with or interested in any class Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or series of equity securities inin any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by the Company while Xxxxxxx was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers or other persons with whom the Company has a contractual relationship. For purposes of this Agreement, a "Competitive Business" shall mean any person, corporation, partnership, corporation firm or other entityentity which sells or has plans to sell apparel, whichfashion accessories, or home furnishings via the Internet or otherwise engages in any business which now or at such time, the time has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business business of the Company (a “Competing Entity”); and including any line of business for which the Company has undertaken any substantial amount of planning) as of the time Xxxxxxx employment with the Company terminates, provided that activities in the energy or gaming industries shall in no event be considered to be competitive (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact ) with any suppliers or customers the business of the Company. As used However, nothing in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but Agreement shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if preclude Xxxxxxx from (i) Employee is employed by an investing his personal assets in the securities of any corporation or other business entity that which is engaged in any meaningful way in one a Competitive Business if such securities are traded on a national stock exchange or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than three percent (3%) of the publicly-traded equity securities of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) Competitive Business; or (ii) hire working for or solicit the employment becoming a principal of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision consulting firm that provides consulting services to a Competitive Business, so long as Xxxxxxx does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, directly participate in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”)services. e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee SES acknowledges that Consultant possesses significant knowledge of SES’ confidential and proprietary information including business practices, customers, partners and SES’ proprietary gasification technology systems. Taking into account this acknowledgment, Consultant agrees that during the Non-Competition Period (as defined term of this Agreement and for the twelve month period following the date thereof, Consultant shall not, acting alone or in Section 11(d) below), without the prior written consent of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, orconjunction with others, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly area in which it has worked for SES or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entityas to which it has received Proprietary Information relating to SES invest or engage, directly or indirectly, have in any dealings Competing Business (as defined below) or contact accept employment with or render services to such a Competing Business as a director, officer, agent, executive or consultant or in any suppliers other capacity without prior written consent from SES. Notwithstanding the above, Consultant may serve as an officer, director, agent, employee or customers consultant to a Competing Business whose business is diversified and which is, as to the part of its business to which Consultant is providing services, not a Competing Business; provided, that prior to accepting employment or providing services to such a Competing Business, Consultant and the Competing Business will provide written assurances satisfactory to SES that Consultant will not render services directly or indirectly for a twelve month period to any portion of the Company. As used in Competing Business which competes directly or indirectly with SES. (b) For purposes of this Agreement, the term “Competing Business” means the purchaseany individual, collection and management of portfolios of defaulted consumer receivablesbusiness, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination firm, company, partnership, joint venture, organization, or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an other entity that is engaged in any meaningful way in one the actual or more businesses other than intended business of SES and/or its affiliates during the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely term of this Agreement including providing proprietary gasification technology systems and solutions to the Non-Competing Businessesenergy and chemical industries and using the technology of SES to produce and manufacture syngas from coal, biomass, municipal wastes and (iii) if requested by the Companyrefuse derived fuels and petroleum coke, such entity as well as a variety of chemical products, fertilizers and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement transportation fuels, as well as other clean energy technologies in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf which Consultant has knowledge of the Company)’s involvement during the term of this Agreement. For the purposes of clarity, Employee Competing Business does not include commercial and technical development of industrial projects which, in the good faith determination of Consultant, are considering or may use SES’ proprietary gasification technology systems or providing support to financial entities, engineering or technology research companies, which in the good faith determination of Consultant are, considering the commercial use of SES’ proprietary gasification technology; provided, however, that if any such individual, business, firm, company, partnership, joint venture, organization, or other entity described in this sentence shall notdetermine, on his own behalf in the good faith discretion of Consultant, that it is unlikely that it will use SES’ proprietary gasification technology systems, such individual, business, firm, company, partnership, joint venture, organization, or on behalf of any person other entity shall be deemed a Competing Business, and if Consultant is acting as an officer, director, agent, employee or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company consultant at the time of Employee’s termination or at any time during such determination, it shall cease to promptly cease to act in such capacity unless otherwise consented to by the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee CEO and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11Board. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee Executive hereby agrees and covenants that during the Nonperiod of Executive's employment at the Company, Executive will not directly or indirectly engage in or become interested (whether as an owner, principal, agent, stockholder, member, partner, trustee, venturer, lender or other investor, director, officer, employee, consultant or through the agency of any corporation, limited liability company, partnership, association or agent or otherwise) in any business or enterprise that shall, at the time, be in whole or in substantial part competitive with any material part of the business conducted by the Company (which, for purposes of this Section 7 shall include the Company's subsidiaries and affiliates) during the period of Executive's employment with the Company (except that ownership of not more than 1% of the outstanding securities of any class of any entity that are listed on a national securities exchange or traded in the over-Competition Period the-counter market shall not be considered a breach of this Section 7(a)). (as defined in Section 11(db) belowExecutive agrees and covenants that for the period commencing on the date hereof and ending two (2) years following the termination of Executive's employment with the Company (the "Limited Period"), Executive will not (without first obtaining the prior written consent permission of the Company: (i) he directly or indirectly divert or attempt to divert from the Company any business in which the Company is engaged; provided, however, that the foregoing shall not be a principalprevent Executive from doing business with the Company's customers and clients during the Limited Period. (c) Executive agrees and covenants that for the Limited Period, manager, agent, consultant, officer, director or employee of, or, Executive will not (without first obtaining the written permission of the Company) directly or indirectly, own more than 1% percent of any class or series of equity securities inrecruit for employment, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers person who then is an employee of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include or induce or seek to cause such collection and management activities person to the extent they are incidental to a business primarily engaged in loan origination terminate his or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship her employment with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee agrees that during During the Non-Competition Period period beginning on the Closing Date and ending on the second anniversary of the Closing Date (as defined in Section 11(d) belowthe “Restricted Period”), without neither Seller nor any of its Affiliates will own, manage, operate, control or participate in the prior written consent ownership, management, operation or control of the Company: Business in the Territory (the “Restricted Activity”); provided that nothing in this Agreement shall prohibit Seller or its respective Affiliates from (i) he shall not be acquiring or holding shares of capital stock or a principalpartnership or other Equity Interest in any Person that engages in a Restricted Activity, manager, agent, consultant, officer, director where such shares or employee of, or, directly or indirectly, own interest represent no more than 130% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”)outstanding voting power in such Person; and (ii) he shall notacquiring (whether by merger, on behalf consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any Competing EntityPerson whose principal business is not a Restricted Activity but that engages in a Restricted Activity; provided, directly however, that, within 24 months after its acquisition, Seller or indirectly, have any dealings or contact with any suppliers or customers its Affiliates shall use commercially reasonable efforts to sell that portion of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management business of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity Person that is engaged then operating as a Restricted Activity if such portion represents in any meaningful way in one excess of 30% of such Person’s business; or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances marketing or selling its own products or services that Employee will have no direct or indirect involvement in the Business on behalf of such entityare not within a Restricted Activity. (b) During the Non-Competition Period and for one year thereafter (two years after the Term)Restricted Period, Employee agrees that, without the prior written consent neither Seller nor any of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, its Affiliates will (i) solicit the or attempt to solicit Persons who are customers or suppliers of the Acquired Company at the Closing to terminate their relationship with the Company (or to modify such relationship in be customers of a manner that is adverse to the interests of the Company) or Restricted Activity; (ii) hire solicit or induce, or attempt to solicit or induce, any employee, consultant, adviser or independent contractor of the employment of any employee who has been employed by the Acquired Company at the time of Employee’s termination Closing to leave the employ of, or at cease providing services to, Buyer or its Affiliates (except for any time during the six months immediately preceding such date of hiring general solicitation through any general advertising medium); or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c(iii) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstancessolicit or induce, and further agree that ifor attempt to solicit or induce any customer, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respectsupplier, such court shall have the right, power and authority to excise licensee or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach other business relation of the covenants contained in this Section 11 would irreparably injure Acquired Company as of the Company. Accordingly, Employee agrees that the Company, in addition Closing to pursuing any other remedies it may have in law cease doing business with Buyer or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11its Affiliates. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) The Company has provided and shall, during the Employment Period, continue to provide Employee access to 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 of the Company providing Employee with access to Confidential Information, and as an express incentive for the Company to enter into this Agreement and to continue to employ Employee hereunder, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that during the Non-Competition Period 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. (as defined in Section 11(db) below)During the Prohibited Period, Employee shall not, without the prior written consent approval of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, orBoard, directly or indirectly, own more than 1% percent for Employee or on behalf of or in conjunction with any other person or entity of any class nature: (i) engage in or series participate within the Market Area in competition with any member of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged the Company Group in any business activity competitive (aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with the Business any member of the Company Group in the Market Area; or (a “Competing Entity”B) joining, becoming an employee or consultant of, 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 in any capacity (with respect to this clause (B); and (ii) he shall not, in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any Competing Entitymember of the Company Group; (ii) appropriate any Business Opportunity of, directly or indirectlyrelating to, have any dealings member of the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or contact induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any suppliers or customers member of the Company. As used in this AgreementCompany Group; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the term “Business” means Company Group to terminate his, her or its employment or engagement with any member of the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Company Group. (c) Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entityfollowing the Termination Date, and Employee will not be deemed to be engaged the above-referenced limitations in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”Sections 10(b)(i), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by shall not apply in those portions of the Company, such entity and Employee shall provide Market Area located within the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf State of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term)Oklahoma. Instead, Employee agrees that, without following the prior written consent Termination Date, the restrictions on Employee’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 9 and Section 10(b)(iv) above) shall be as follows: during that portion of the Prohibited Period that follows the Termination Date, Employee will not directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company (and or any other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers member of the Company Group. (d) Because of the difficulty of measuring economic losses to terminate their relationship with the Company (or to modify such relationship in Group as a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means result of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise breach or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any threatened breach of the covenants contained set forth in Section 9 and in this Section 11 10, and because of the immediate and irreparable damage that would irreparably injure be caused to the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation members of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company Group for which they would have no other than for Causeadequate remedy, or the Company and each other member of the Company Group shall be entitled to seek to enforce the foregoing covenants, in the event of a Constructive Termination 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 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. (e) The covenants in this Section 10, 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 event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement or if shall thereby be reformed. (f) The following terms shall have the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.following meanings:

Non-Competition; Non-Solicitation. aIn order to protect the Company’s trade secrets, and pursuant to C.R.S. § 8-2-113(2)(b) Employee and C.R.S. § 8-2-113(2)(d), CEO agrees that during CEO’s employment with the NonCompany and, except as otherwise expressly provided below, for a period of twelve (12) months immediately following the termination of CEO’s employment with the Company for any reason and regardless of which party initiates the termination, CEO will not, directly or indirectly (whether as a sole proprietor, partner, shareholder, consultant, employee, director, officer, or in any other capacity as principal or agent): i. Compete with the Company or work for or on behalf of a company which competes with the Company in the area of developing mesenchymal stem cell-Competition Period based therapies and/or other treatments, therapeutics, products (as defined in Section 11(d) belowincluding exosome products derived from mesenchymal stem cells), without product candidates or technologies with application to regenerative medicine (the prior written consent of “Restricted Business”) within the Company: United States (i) he the “Territory”); provided, however, that it shall not be a principalbreach of the covenants in this Agreement if CEO works for or on behalf of a company engaged also in the Restricted Business (i.e., manager, agent, consultant, officer, director such company may not only be engaged in the Restricted Business) if the CEO: (A) does not in any respect assist such company in connection with its performance or employee of, or, operations directly or indirectlyindirectly related to the Restricted Business (e.g., own more than 1% percent CEO may work on behalf of any class such a company in a capital raising capacity for an investment banking firm if the financing is not intended to finance in material part the Restricted Business portion of such company’s business or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”operations); and (iiB) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers provides advance written notice to the Company of the Company. As used potential engagement and certifies to the Company in writing that the proposed work and the CEO’s engagement by such other company will be in full compliance with this Agreement; ii. Solicit, interfere with, disrupt or attempt to disrupt the term “Business” means the purchaserelationships, collection and management of portfolios of defaulted consumer receivablescontractual or otherwise, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide between the Company with reasonable assurances that Employee will have no direct and any of the customers, patients, vendors, suppliers, providers, referral sources, or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent clients of the Company (as of the date on which CEO’s employment with the Company terminated; or iii. Solicit, interfere with, disrupt or attempt to disrupt the relationship between the Company and other than any of its employees who were employed by the Company as of the date on which CEO’s employment with the Company terminated. iv. Accept employment or compensation, in any form, within the Territory from any supplier of the Company or from any supplier with which the Company does business or with which the Company did business on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, Company within the immediately prior one (i1) solicit the customers or suppliers of the Company period to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”)CEO’s employment. e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall notSeller, on behalf of any Competing Entityitself and the Seller Subsidiaries, directly or indirectly, have any dealings or contact with any suppliers or customers understands that Buyer shall be entitled to protect and preserve the going concern value of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities Business to the extent they are incidental permitted by Law and not otherwise provided pursuant to this Agreement and that Buyer would not have entered into this Agreement absent the provisions of this Section 5.9 and, therefore, for a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, period of three years from and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term)Closing Date, Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee Seller shall not, on his own behalf or on behalf and shall cause each of any person or entityits Subsidiaries not to, directly or indirectly, (i) solicit engage in the customers design, development, marketing, production (other than as a supplier to Buyer) or suppliers sale of any product or service that has the same or similar specification or functionality as a Business Product or Business Service, including, enhancements, derivatives, modifications, evolutions or combinations of or with a Business Product (“Competitive Products”), (ii) acquire, own, invest in, manage, operate or participate in any manner in the ownership, financing, management or operation of any business that engages or intends to engage in any facet of the Company Business anywhere in the world, or (iii) utilize its knowledge of the Business or its relationships with customers, suppliers or others to engage or facilitate others to engage in any facet of the Business anywhere in the world. The foregoing restricted activities set forth in clauses (i), (ii) and (iii) in the preceding sentence are sometimes hereinafter referred to collectively as “Competitive Activities.” (b) Section 5.9(a) shall be deemed not breached as a result of: (i) the acquisition of control of Seller or any Seller Subsidiary (or all or substantially all of their assets) by any Person, including a Person engaged in any Competitive Activities and such acquiror or any of its Affiliates may engage in any activity prohibited or restricted by Section 5.9(a); or (ii) Seller or any Seller Subsidiary acquiring any business, an incidental or immaterial portion of which (the “Competing Portion”) engages in the same industry as the Business, or operating the Competing Portion on a temporary basis; provided that Seller sells, divests and transfers the Competing Portion to Buyer or an unaffiliated third party as soon as reasonably commercially practicable, or ceases to operate the Competing Portion, in either case not later than three months from the relevant acquisition. Notwithstanding anything to the contrary contained in this Section 5.9, Seller may perform any act or conduct any business contemplated hereby or by the Collateral Agreements. Without limiting the generality of the foregoing, Seller may take all actions reasonably necessary to (i) satisfy its obligations with respect to the Excluded Liabilities, (ii) satisfy its obligations under the Excluded Contracts and the other Excluded Assets, and (iii) wind up its business and affairs without violating the terms of Section 5.9(a). (c) From and after the date hereof and for a period of 12 months after the Closing Date, each of the parties shall not, and shall not suffer or permit any of its Subsidiaries to, directly or indirectly, solicit, recruit or hire (as an employee or contractor) any Person who is an officer, director or employee of the other party or any of its Subsidiaries or induce any Person who is a director, officer or employee of the other party or any of its Subsidiaries to terminate their the employment of or relationship with the Company other party or its respective Subsidiary, unless such Person (i) contacts such party or to modify its respective Subsidiary voluntarily (without any solicitation from such relationship in a manner that is adverse to the interests of the Companyparty or its respective Subsidiary) or (ii) hire is terminated by the respective party or solicit Subsidiary. For purposes of this Section 5.9(c), advertisements of employment opportunities in media available to the employment general public does not constitute “solicitation” and either party shall not be prohibited from hiring any person who responds to any such advertisements or solicitations. Notwithstanding the foregoing, the foregoing provisions of this Section 5.9(c) shall not be applicable to Buyer or any of its Subsidiaries with respect to any of the Business Employees. (d) Seller and Buyer recognize that the Laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the provisions of this Section 5.9 be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any employee who has been employed by provisions of this Section 5.9 shall not render unenforceable, or impair, the Company at remainder of the time provisions of Employee’s termination this Section 5.9. Accordingly, if any provision of this Section 5.9 shall be determined to be invalid or at unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any time during the six months immediately preceding such date of hiring other provision or solicitationjurisdiction. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee Seller hereby acknowledges and the Company agree agrees that the covenants of non-competition and non-solicitation set forth in this Section 5.9 are reasonable covenants under and necessary in terms of time, area and line of business to protect the circumstanceslegitimate business interests of Buyer and its Affiliates, which include the interests of Buyer and its Affiliates to protect (i) valuable confidential business information, (ii) substantial relationships with customers worldwide, and further (iii) customer goodwill associated with the ongoing business. Seller, on behalf of itself and its Representatives, expressly authorizes the enforcement of the covenants set forth in this Section 5.9 by Buyer and its Affiliates, the permitted assigns of Buyer and its Affiliates and any successors of Buyer or its Affiliates. (e) The parties hereto hereby acknowledge and agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that remedy at Law for any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for 5.9 would be inadequate, and Seller and Buyer hereby consent to the Term and survive granting by any court of an injunction or other equitable relief, without the termination necessity of this Agreement for one year from actual monetary loss being proved or any bond or similar security being posted, in order that the date breach or threatened breach of such termination (herein referred to as the “Non-Competition Period”)provisions may be effectively restrained. e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a(i) Employee agrees that during During the Nonlonger of (A) Executive’s employment with the Company or its Affiliated Entities and for twenty-Competition Period four (24) months following the termination thereof for any reason (the “Restricted Period”) or (B) three years from the Commencement Date, the Executive shall not, within the Territory (as defined in Section 11(dbelow) below), without the prior written consent of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) establish, own, manage, operate, control, acquire, finance, invest in or otherwise engage or participate in any business, operation or activity that competes with or is substantially similar to the Company (a “Competing Business”), (ii) enter the employ of, or render any personal services to or for the benefit of, or act as an agent or representative of, or receive remuneration in the form of salary, commissions or otherwise from, any entity which is engaged in a Competing Business or (iii) disclose any non-public information regarding the Business to a Competing Business, or use such information for the benefit of a Competing Business, provided, however, that Executive may own, directly or indirectly, solely as a passive investment, securities of any business traded on any national securities exchange (“Public Business”), provided Executive is not a controlling person of, or a member with control of a group that controls, such “Public Business”, which for purposes of this Agreement, “control” shall mean more than 10% of the outstanding securities of such Public Business; and Shareholder is not excluded from directly or indirectly, owning, controlling, acquiring, financing, or investing in any business that is not a “Competing Business” (“Non-Competing Business”) and upon termination of Employment may fully participate without limitation in any business, operation or activity of any “Non-Competing Business”. For the sake of clarity, a “Non-Competing Business” may engage in, but not be limited to, business that would qualify as a subcontractor or supplier of services or products utilized by Company, whether or not Company utilizes products or services from such “Non-Competing Business” and Executive shall be required to notify the Company’s CEO thirty (30) days in advance of any participation in any Non-Competing Business to allow Company the opportunity to object based on any actual or potential conflict of interest. (ii) Throughout the Restricted Period, the Executive shall not solicit for business or accept the customers business of, any person or suppliers entity who is, or was at any time within the previous twelve (12) months, a Customer (as defined below) of the Company or any of its Affiliated Entities. (iii) Throughout the Restricted Period, the Executive shall not, directly or indirectly, employ, solicit, for employment, or otherwise contract for or hire, the services of any individual who is then an employee or service provider of or consultant to terminate the Company or any of its Affiliated Entities or who was an employee of the Company or any of its Affiliated Entities during the twelve (12) month period preceding the termination of his employment. (iv) Throughout the Restricted Period, the Executive shall not take any action that could reasonably be expected to have the effect of encouraging or inducing any employee, consultant, service provider, representative, officer, or director of the Company or any of its Affiliated Entities to cease their relationship with the Company or any of its Affiliated Entities for any reason. (or to modify such relationship in a manner that is adverse to v) For purposes of this Employment Agreement, the interests of term “Territory” shall mean throughout the area comprising the Company) ’s or (ii) hire or solicit the employment any of any employee who has been employed by the Company at the time of Employee’s termination or at any time its Affiliated Entities, as applicable, market for its services and products within which area Executive was materially concerned during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. ctwelve (12) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority month period prior to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”)Executive’s employment. e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the CompanyCompany or any or its subsidiaries. As used in this Agreement, the term “Business” means government revenue administration; the administration, auditing and collection of taxes; skip tracing and asset location; and the purchase, collection and management of portfolios of defaulted and bankrupt consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term)Period, Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company or any of its subsidiaries to terminate their relationship with the Company or any of its subsidiaries (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company or any of its subsidiaries at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, in order to protect the Company’s goodwill and other legitimate business interests, such as business opportunities, customer and client contacts, prospects, contracts, lists and leads, and to ensure that former employees do not disclose the Company’s trade secrets and its proprietary and confidential information to its competitors. Employee and the Company further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year two years from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) Employee In consideration of any severance or change in control payments the Executive may receive pursuant to this Agreement, during the Term and for 12 months following the termination of the Executive’s employment with the Company or the end of the originally scheduled Term, whichever occurs first, and whether or not the Executive is entitled to severance or change in control payments, the Executive agrees that during he shall not, other than in the Non-Competition Period (ordinary course of performing his duties hereunder or as defined agreed by the Company in Section 11(d) below)writing, without engage in a “Competitive Business,” directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any relationship or capacity, in any geographic location in which the prior written consent Company or any of the Company: (i) he its Affiliates is engaged in business. The Executive shall not be deemed to be in violation of this Section 11(a) by reason of the fact that he owns or acquires, solely as an investment, up to two percent (2%) of the outstanding equity securities (measured by value) of any entity. Notwithstanding the foregoing, the provisions of this Section 11(a) shall not extend beyond the end of the originally scheduled Term. With respect to an entity which is engaged in both a principalCompetitive Business and a non-Competitive Business, manager, agent, consultant, officer, director the Executive may provide services to the non-Competitive Business provided that the Competitive Business is not the principal or employee of, orpredominant business of such entity and the Executive does not render any services or advice, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicingCompetitive Business. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entityif, and Employee will not be deemed to be engaged in following the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf expiration of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without a Change of Control occurs and the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship Executive’s “at will” employment with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed thereafter terminated by the Company at without Cause, the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 11(a) shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred cease to as the “Non-Competition Period”)be effective. e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. (a) As additional consideration for Employee’s employment with the Company, the compensation paid and payable to Employee hereunder and to induce the Company to execute and deliver to Employee this Agreement, Employee agrees that during the Non-Competition Restricted Period (as defined in Section 11(d12(d) below), without the prior written consent of the CEO of the Company: (i) he , Employee shall not be be, nor shall Employee assist or enable any person or entity to become, a principal, manager, officer, director, agent, consultant, officer, director consultant or executive or management employee of, or, or directly or indirectly, indirectly own more than 1% percent of any class or series of equity securities in, any partnership, corporation entity or other entity, which, now or at such time, has material operations which are business engaged in any the business activity competitive of buying nonperforming loans (directly or indirectly) with the Business of the Company (a “Competing EntityBusiness”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the BusinessBusiness in violation of the terms of this Section 12(a), if (iA) Employee is employed by an entity that is meaningfully engaged in any meaningful way in one or more businesses enterprises whose principal business is other than the Business (the “Non-Competing Businesses”), (iiB) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iiiC) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. (b) During As additional consideration for Employee’s employment with the Non-Competition Period Company, the compensation paid and for one year thereafter (two years after payable to Employee hereunder and to induce the Term)Company to execute and deliver to Employee this Agreement, Employee agrees thatthat during the Restricted Period, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his Employee’s own behalf or on behalf of any person or entityentity (other than on behalf of the Company), directly or indirectly, (i) solicit the clients, employees, customers or suppliers of the Company or any of its affiliates or subsidiaries to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) Company and its affiliates and subsidiaries or (ii) engage, hire or solicit the employment of of, whether on a full-time, part-time, consulting, advising, or any other basis, any employee who has been was employed by the Company at or its affiliates or subsidiaries on the time effective date of Employee’s termination or at any time during the six (6) months immediately preceding such date of hiring or solicitationtermination date. This provision does not prohibit the solicitation of employees by means of a general advertisement. (c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 12 would irreparably injure the CompanyCompany and its subsidiaries and affiliates. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, matter restraining any further violation breach or threatened breach of this Section 1112. The Company may clawback any severance payments paid or payable to Employee under Section 9 in the event that Employee breaches this Section 12. (d) The provisions of this Section 11 12 shall extend be in effect for the Term duration of Employee’s Employment and shall survive the termination of this Agreement Employee’s Employment with the Company for any reason for a period of one year from after the effective date of such termination (herein referred to as the “Non-Competition Restricted Period”). The Company may elect to extend the Restricted Period for an additional twelve (12) months by increasing any required severance payment to the Employee by one times the sum of Employee’s then Base Salary and one times the average of the last three years Bonus payment. e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. aA. Employee expressly acknowledges and agrees as follows: (i) Huxxxx xompensates its employees, among other things, to develop and to pursue, on Huxxxx’x xehalf, good relationships and goodwill with all customers and potential customers, whether developed by Employee or others within the Huxxxx xrganization; (ii) Employee agrees will be exposed to, acquire and develop knowledge of Confidential Information including, without limitation, Confidential Information related to Huxxxx’x xustomers, operations, and its suppliers; (iii) Employee is able to be gainfully employed by other employers in a variety of other industries and businesses that during are engaged in businesses that do not involve and are not competitive with any part of Huxxxx’x xusiness. B. In light of the Non-Competition foregoing, Employee agrees, that while Employee is employed by Huxxxx, and continuing until the expiration of the Covenant Period (as defined hereinafter defined): (i) Employee shall not, within the Restricted Territory (as hereinafter defined), compete with Huxxxx, directly or indirectly, whether for Employee’s own behalf or on behalf of or in Section 11(dconjunction with any other person, persons, company, partnership, corporation or business entity, whether for profit or not-for-profit, by being employed by, participating in, or otherwise being materially connected in the conduct of any business activity that involves providing products or services that are like or similar to, or competitive with, or would replace or be a substitute for, any one or more of the products and services provided by Huxxxx (hereinafter “Competitive Products”) below)if such employment, participation, or connection involves (a) ,responsibilities similar to responsibilities Employee had or performed for Huxxxx xt any time during the last eighteen (18) months of Employee’s employment with Huxxxx; (b) supervision of employees or other personnel in the provision of Competitive Products; (c) development or implementation of strategies or methodologies related to the provision of Competitive Products; (d) marketing or sale of Competitive Products; or (e) responsibilities in which Employee would utilize or disclose Confidential Information. (ii) Employee shall not compete with Huxxxx, directly or indirectly, whether for Employee’s own behalf or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business entity, whether for profit or not-for-profit, by calling upon, contacting, diverting, soliciting, or doing business for or with, any “Client” of Huxxxx (as hereinafter defined) for the purpose of offering or providing any Competitive Product. (iii) Employee shall not directly or indirectly, without the prior written consent of the Company: Huxxxx, (ia) he shall not be a principalinduce, managersolicit, agententice, consultant, or encourage any officer, director director, employee or other individual to leave his or her employment with Huxxxx, (b) induce, solicit, entice, or encourage any officer, director, employee ofor other individual to compete in any way with the products and services of Huxxxx, or, directly or indirectly, own more than 1% percent to violate the terms of any class employment, non-competition, confidentiality or series of equity securities insimilar agreement with Huxxxx; or (c) employ, offer to employ, contract with, offer to contract with, or do business with any partnershipofficer, corporation director, employee or other entityindividual who is employed by Huxxxx. C. For purposes of this paragraph “12”, whichthe Covenant Period shall be twenty-four (24) months after the Employee’s last day of employment with Huxxxx, now or at such regardless of the reason underlying the termination of Employee’s employment. D. Employee acknowledges that many of Huxxxx’x xervices are remedial in nature and, as such, its customers may utilize Huxxxx’x xervices on an infrequent basis over an extended period of time, has material operations which are engaged in any business activity competitive or following a protracted sales effort over an extended period of time. Employee also acknowledges that because of his position, he will likely have knowledge of Huxxxx’x xustomers through access to Confidential Information, whether or not located within the Restricted Territory (directly or indirectly) with the Business hereinafter defined). Accordingly, for purposes of the Company (a this paragraph “Competing Entity12”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “BusinessClient” means shall mean (a) any customer or potential customer of Huxxxx xpon whom Employee, during the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if last eighteen (i18) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time months of Employee’s termination employment with Huxxxx, called upon or with whom Employee had any contact, or as to whom Employee was involved in regard to planning, marketing, conducting, or overseeing an offer to sell products or perform services; (b) any customer as to whom Employee assisted in selling products or in providing services, or as to whom Employee was involved in regard to planning, marketing, conducting, or overseeing the offer to sell products or to perform services if the customer received any products or services from Huxxxx xuring the last eighteen (18) months of Employee’s employment with Huxxxx; (c) any potential customer of Huxxxx xhose identity employee learned during the eighteen (18) months of Employee’s employment with Huxxxx xr learned from Confidential Information at any time; or (f) any customer for whom Huxxxx xas provided products or services to at any time during the thirty-six (36) months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach last day of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee’s employment with Huxxxx xnd whose identity as a Huxxxx xustomer Employee agrees that the Company, in addition to pursuing learned from Confidential Information at any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11time. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) Employee In consideration of the benefits of this Agreement to Seller and in order to induce Purchaser to enter into this Agreement, Seller hereby covenants and agrees that during from and after the Non-Competition Period Closing and until the fifth anniversary of the Closing Date, neither Seller nor any of its affiliates (as defined in Section 11(d) below)including, without the prior written consent limitation, Quixote Corporation, and any present or future subsidiary of the Company: Quixote Corporation) shall, directly, or indirectly, as a partner, stockholder, proprietor, consultant, joint venturer, investor or in any other capacity: (i) he shall not be a principalEngage in, manageror own, agentmanage, consultantoperate, officercontrol, director finance, or employee participate in the ownership, management, operation, control, or financing of, or, directly any business or indirectly, own more than 1% percent entity which engages in the business of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations manufacturing products which are engaged in any business activity competitive (directly or indirectly) with the Business products of the Company (a “Competing Entity”); and Product Line; (ii) he Hire or solicit to perform services (as an employee, consultant or otherwise) any Persons who are or, within the twelve (12) month period immediately preceding Seller’s action were, employees of Purchaser or any of its affiliates or take any actions which are intended to persuade any employee of Purchaser or any of such affiliates to terminate his or her association with Purchaser or such affiliates; provided, however, that general solicitations of employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), constitute solicitation for purposes of this subparagraph (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and ); or (iii) if requested Solicit any customer of Purchaser to purchase products or services which could be supplied by Purchaser from the CompanyProduct Line; provided however, such entity and Employee shall provide notwithstanding the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf provisions of such entity. b) During the Non-Competition Period and for one year thereafter this paragraph (two years after the Termg)(iii), Employee agrees that, without the prior written consent of the Company (Seller and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court its affiliates shall have the right, power right to continue to solicit for and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach sell products of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain Product Line if those products are components of an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11integrated system. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a(1) Employee agrees that during While employed by the Non-Competition Period Company and for two (2) year(s) following termination of Executive’s employment for any reason, Executive will not, whether as defined in Section 11(d) below), without the prior written consent of the Company: (i) he shall not be a principal, manager, agentan employee, consultant, officeradvisor, director independent contractor, or employee of, or, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive other capacity, provide management or executive services, of the type that Executive provided to the Company or its affiliates at any time during the last twenty-four (directly 24) months (or indirectlysuch shorter period if less than twenty-four (24) months) of Executive’s employment with the Business of the Company (a “Competing Entity”); and (ii) he shall notCompany, to or on behalf of any Competing EntityBusiness in the Territory regardless of where Executive is physically located. For purposes of this Employment Agreement, the tem “Territory” means the United States and Canada, and the term “Competing Business” means any automotive aftermarket business. Executive acknowledges and agrees that the Territory identified in this § 5(e)(1) is the geographic area in or as to which she is expected to perform services or have responsibilities for the Company and its affiliates by being actively engaged as a member of the Company’s management team as Chief Financial Officer during her employment with the Company. (2) The foregoing restrictions shall not be construed to prohibit the ownership by Executive of less than one percent (1%) of any class of securities of any company which is a Competing Business or having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, have manages or exercises control of any dealings such company, guarantees any of its financial obligations, consults with, advises, or contact with otherwise takes any suppliers part in its business, other than exercising Executive’s rights as a shareholder, or customers seeks to do any of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if . (i3) Employee is While employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter two (two 2) years after the Term)following termination of Executive’s employment for any reason, Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee Executive shall not, on his her own behalf or on behalf of any person person, firm, partnership, association, corporation or entitybusiness organization, entity or enterprise, directly or indirectly solicit or attempt to solicit, with a view to or for the purpose of competing with the Company or its affiliates in any Competing Business, any customers or franchisees of the Company or its affiliates with whom Executive had or made contact in the course of Executive’s employment by the Company. (4) While employed by the Company and for two (2) years following termination of Executive’s employment for any reason, Executive will not, directly or indirectly, (i) solicit or attempt to solicit any potential franchisee with whom Executive had material contact in the customers course of Executive’s employment with the Company to enter into a franchise agreement with any other person, firm or suppliers entity of a type generally similar to or competitive with the franchise arrangements of the Company, or (ii) encourage any franchisee to terminate its franchise relationship with the Company. (5) While employed by the Company and for two (2) years following termination of Executive’s employment for any reason, Executive shall not, on her own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, directly or indirectly, hire, or solicit or attempt to solicit any officer, employee or independent contractor, consultant or advisor of the Company or its affiliates, or any franchisee of the Company, with whom Executive had contact in the course of Executive’s employment with the Company to terminate their or reduce her or her employment or business relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does its affiliates and shall not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing assist any other remedies it may have person or entity in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11such a solicitation. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he During Executive’s employment with the Company and for a period of one year following Executive’s Termination Date if such Termination Date occurs prior to a Change of Control or two years following Executive’s Termination Date if such Termination Date occurs after a Change of Control (each, a “Restricted Period”), Executive agrees that Executive shall not be a principal, manager, agent, consultant, officer, director or employee of, ornot, directly or indirectly, own more than 1manage, operate, join, control, be employed by or participate in the management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner or investor in, any operations of a business that are in competition with the business of the Company in the material plays or fields in which the Company has or proposes to have operations as set forth on Exhibit A to this Agreement, which Exhibit A may be modified prior to the time of Executive’s termination of employment by the Board upon written notification of such modification to Executive (the “Xxxxxxx Plays and Fields”); provided, however, that nothing in this Section 7(c) shall prohibit Executive from (A) participating in operations of a business to the extent such operations are not in competition with the business of the Company in the Xxxxxxx Plays and Fields, (B) participating solely as a passive investor in oil xxxxx or similar investments, owning 3% percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Exchange Act or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged making passive investments in any business activity competitive hedge, private equity or mutual fund or similar investment vehicle, (directly C) serving as a director of an entity that has less than 5% of its assets located in the Xxxxxxx Fields and Plays, or indirectly(D) with the Business serving as a director of the Company (a “Competing Entity”); and Denbury Resources Inc. (ii) he shall notDuring Executive’s employment with the Company and during the applicable Restricted Period, on behalf of Executive agrees not to, in any Competing Entityform or manner, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf in combination with others (A) solicit, induce or influence any customer, supplier, lender, lessor or any other person with a business relationship with the Company to discontinue or reduce the extent of such business relationship or (B) recruit, solicit or otherwise induce or influence any person or entity, directly or indirectly, (i) solicit the customers or suppliers employee of the Company to terminate discontinue their relationship employment with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) Employee agrees that during the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent of the Company: (i) he During Executive’s employment with the Company and for a period of one year following Executive’s Termination Date if such Termination Date occurs prior to a Change of Control or two years following Executive’s Termination Date if such Termination Date occurs after a Change of Control (each, a “Restricted Period”), Executive agrees that Executive shall not be a principal, manager, agent, consultant, officer, director or employee of, ornot, directly or indirectly, own more than 1manage, operate, join, control, be employed by or participate in the management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner or investor in, any operations of a business that are in competition with the business of the Company in the material plays or fields in which the Company has or proposes to have operations as set forth on Exhibit A to this Agreement, which Exhibit A may be modified prior to the time of Executive’s termination of employment by the Board upon written notification of such modification to Executive (the “Xxxxxxx Plays and Fields”); provided, however, that nothing in this Section 7(b) shall prohibit Executive from (A) participating in operations of a business to the extent such operations are not in competition with the business of the Company in the Xxxxxxx Plays and Fields, or (B) participating solely as a passive investor in oil xxxxx or similar investments, owning 5% percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Exchange Act, or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged making passive investments in any business activity competitive (directly hedge, private equity or indirectly) with the Business of the Company (a “Competing Entity”); and mutual fund or similar investment vehicle. (ii) he shall notDuring Executive’s employment with the Company and during the applicable Restricted Period, on behalf of Executive agrees not to, in any Competing Entityform or manner, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his or her own behalf or on behalf in combination with others (A) solicit, induce or influence any customer, supplier, lender, lessor or any other person with a business relationship with the Company to discontinue or reduce the extent of such business relationship, or (B) recruit, solicit or otherwise induce or influence any person or entity, directly or indirectly, (i) solicit the customers or suppliers employee of the Company to terminate discontinue their relationship employment with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.

Non-Competition; Non-Solicitation. a) 4.2.1 The Employee agrees undertakes that during the Non-Competition Period period of his employment with the Company and for a period of twelve (12) months from the termination of his employment therewith, for any reason, he shall not, anywhere in the world, do business as defined an employee, independent contractor, consultant or otherwise, and shall not directly or indirectly participate in Section 11(d) belowor accept any position, proposal or job offer that may directly or indirectly compete with or harm the Company, or in the field in which the Company engages, is engaged or is about to engage (the “Competitive Occupation"), without . 4.2.2 Without derogating from the prior written consent generality of the Company: (i) he shall foregoing, the Employee undertakes not be to maintain any business relations of any type whatsoever, including a principal, manager, agent, consultant, officer, director or employee of, orproposal to conduct business relations, directly or indirectly, own more than 1% percent of any class or series of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business of the Company (a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company's customers and/or suppliers and/or agents, including customers and/or suppliers and/or agents with whom the Company conducted negotiations towards an agreement at the time of the termination of his employment with the Company or prior thereto. As used in this AgreementIn addition, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall Employee undertakes not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in approach and/or solicit and/or recruit any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers employee of the Company to terminate their relationship with leave the Company for a period of eighteen (or to modify such relationship in a manner that is adverse to the interests of the Company18) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any breach of the covenants contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such the termination (herein referred to as of the “Non-Competition Period”)employment relationship. e) 4.2.3 The provisions foregoing shall apply irrespective of whether the Competitive Occupation is carried out by the Employee alone or in cooperation with others and shall apply to the participation of the Employee in a Competitive Occupation, whether as a controlling shareholder or as an interested party. 4.2.4 For the avoidance of any doubt, the Employee hereby declares that his obligations and declarations according to this Section 11 shall terminate if this Agreement is terminated by 4.2 do not limit his occupation with any other entity whatsoever, and they are solely intended to safeguard the legitimate interests of the Company other than for Cause, or in light of his position in the event Company, and in light of a Constructive Termination the Confidential Information to which he has been and/or will be exposed during the course of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticehis employment.

Non-Competition; Non-Solicitation. (a) Employee agrees Each Seller acknowledges that during he is familiar with the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent trade secrets and other confidential information of the Company: . Therefore, and in further consideration of the compensation to be paid to Sellers hereunder, each Seller agrees to the covenants set forth in this Section 5.10 and acknowledges that Purchaser and Medytox would not have entered into this Agreement but for Sellers’ agreement to the restrictions set forth in this Section 5.10. (ib) he shall not be For a principalperiod of three (3) years from and after the Closing Date, manager, agent, consultant, officer, director or employee of, orno Seller shall, directly or indirectly, own more than 1% percent of any class or series of equity securities own, operate, lease, manage, control, engage in, invest in, lend to, own any partnershipdebt or equity security of, corporation permit his name to be used by, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporate or other entity, which, now business organization) or at such time, has material operations which are engaged otherwise assist in any manner any Person in any business activity that is competitive with the Business; provided, however, that nothing herein shall prohibit a Seller from (i) being a beneficial owner of less than two percent (2%) of the outstanding stock of any publicly-traded corporation or (ii) performing any of the above acts in any business that is not competitive with the Business. (c) For a period of five (5) years from and after the Closing Date, no Seller shall directly or indirectly: (i) with induce or attempt to induce any employee or consultant of the Business Company, Medytox or Purchaser (collectively, the “Company Parties”) to leave the employ of, or engagement with, any of the Company (a “Competing Entity”); and (ii) he shall notParties, on behalf of any Competing Entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than interfere with the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entity. b) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent between any of the Company (Parties and other than on behalf of the Company)any employee or consultant thereof, Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit engage any person who is or was within two (2) years of the employment Closing Date an employee or consultant of any employee who has been employed by of the Company at Parties, or (iii) induce or attempt to induce any person or entity who is or was within two (2) years a customer, supplier, licensee, licensor, franchisee or other business relation of any of the time Company Parties to cease doing business with any of Employee’s termination the Company Parties, or at in any time during way interfere with the six months immediately preceding relationship between any such date customer, supplier, licensee, licensor, franchisee or business relation and any of hiring the Company Parties. No Seller shall ever make or solicitation. This provision does not prohibit publish any statement or communication which is disparaging, negative or unflattering with respect to any of the solicitation Company Parties, or any of their respective shareholders, officers, directors, employees by means of a general advertisementor agents. c(d) Employee The Parties hereto acknowledge and the Company agree that the covenants Purchaser and each of non-competition its Affiliates, successors and non-solicitation are reasonable covenants under the circumstances, assigns would suffer irreparable harm from a breach of this Section 5.10 by any Seller and further agree that ifmoney damages would not be an adequate remedy for any such breach. Therefore, in the opinion event a breach or threatened breach of any this Section 5.10, Purchaser and each of its Affiliates or their respective successors and assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance, and injunctive and other equitable relief from a court of competent jurisdiction such in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security and at the expense of the breaching Seller, including reasonable attorneys’ fees and expenses). The restrictive covenants are set forth in this Section 5.10 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 Seller against Purchaser or any Affiliate, whether predicated upon this Agreement or otherwise, shall not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as constitute a defense to the court shall appear not reasonable and to enforce the remainder enforcement by Purchaser or any Affiliate of these covenants as so amended. Employee agrees that any breach of the covenants restrictive covenant contained in this Section 5.10. Each of Purchaser and its Affiliates has fully performed all obligations entitling it to the restrictive covenants set forth in this Section 5.10, and such restrictive covenants therefore are not executory or otherwise subject to rejection under chapter 11 would irreparably injure of title 11 of the Company. Accordingly, Employee agrees that United States Code. (e) If the Company, in addition to pursuing final judgment of a court of competent jurisdiction declares any other remedies it may have in law term or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation provision of this Section 11. d) The provisions 5.10 to be invalid or unenforceable, the Parties agree that the court making the determination of this Section 11 invalidity or unenforceability shall extend for have the Term power to 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 survive enforceable and that comes closest to expressing the termination intention of the invalid or unenforceable term or provision, and this Agreement for one year from shall be enforceable as so modified to cover the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated maximum duration, scope or area permitted by the Company other than for CauseLaw. In addition, or in the event of a Constructive Termination an alleged breach or violation by any Seller of this Agreement Section 5.10, the three (3) or if five (5) year period described in clauses (b) and (c) above shall be tolled with respect to such Seller until such breach or violation has been duly cured. Each Seller agrees that the Company defaults on any of its payment obligations set forth restrictions contained in this Agreement, which payment default is not cured within fifteen (15) days after noticeSection 5.10 are reasonable.

Non-Competition; Non-Solicitation. (a) Employee agrees that during Executive acknowledges and recognizes the Non-Competition Period (as defined in Section 11(d) below), without the prior written consent highly competitive nature of the Company: businesses of the Company and its subsidiaries and affiliates and accordingly agrees to the following covenants as being reasonably necessary to protect the business and goodwill of the Company and its subsidiaries and affiliates: (i) he shall During the Employment Term and for a period of either (x) twelve (12) months following the date Executive ceases to be employed by the Company for any reason if such cessation of employment occurs prior to May 17, 2010 or (y) twenty-four (24) months following the earlier of (A) the expiration of the Employment Term and (B) the date the Executive ceases to be employed by the Company for any reason if such cessation occurs on or after May 18, 2010 (the period described in clause (x) or (y) referred to as the “Restricted Period”), Executive will not be a principaldirectly or indirectly, manager(a) engage in any vocation in the United States for Executive’s own account that uses, agentadopts or in any manner involves, consultantthe trading strategies or trading techniques being utilized by the Company including those strategies or techniques that are in the process of being developed or whose use is being contemplated by the Company, officer, director or employee (b) enter the employ of, oror render any services to, any person engaged in any business or activity that is directly competitive with that of the Company in any geographical area in which the Company does business, (c) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any business that competes with the business of the Company in any geographical area in which the Company does business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business relationships (whether formed before or after the Effective Date) between the Company and customers, counterparty or suppliers of, or consultants to, the Company, or (e) solicit or attempt to solicit any such customers (or potential customers) counterpart, or supplies (including any counterparty, customer or potential customer or counterparty of the Execution Services Subsidiary) or encourage or attempt to encourage any such persons to cease or minimize its business relationships with the Company. For purposes of this Section 10, the Company shall be construed to include the Company and its subsidiaries and affiliates. (ii) Notwithstanding anything to the contrary in the Agreement, (A) Executive may indirectly own through a commingled investment vehicle, solely as an investment, securities of any person engaged in the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive is not a controlling person of, or a member of a group which controls, such person and does not indirectly own 5% or more than 1% percent of any class of securities of such person and (B) Executive may own an equity interest in any company or series of equity securities inentity established, in whole or in part, by Xxxxxxx Xxxxx. (iii) During the Restricted Period, Executive will not, and will not cause any other person or entity to, solicit or encourage to cease to work with the Company, or hire, any partnership, corporation person who is an employee of or other entity, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) consultant then under contract with the Business Company or who was an employee of or consultant then under contract with the Company within the six month period preceding such activity without the Company’s written consent. (b) Executive acknowledges and agrees that the restrictions in this Section 10 are reasonable and valid in geographical and temporal scope and in all other respects, and are necessary in order to secure for the Company the benefits for which it has contracted (specifically, the world-wide scope is necessary because trading markets operate without regard to geographic boundaries). In particular, Executive understands that the provisions of this Section 10 may limit his ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a “Competing Entity”); and (ii) he shall not, on behalf of any Competing Entity, directly greater restraint than is necessary to protect the goodwill or indirectly, have any dealings or contact with any suppliers or customers other business interests of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the Non-Competing Businessesgeneral public, (iv) such provisions are not unduly burdensome to Executive, and (iiiv) if requested by the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, skills and abilities, Executive agrees that he will not assert in any forum that such provisions prevent him from earning a living or otherwise are void or unenforceable or should be held void or unenforceable. (c) It is further expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 to be reasonably necessary to protect the business and good will of the Company, such entity and Employee shall provide if a judicial determination is made by a court of competent jurisdiction that the Company with reasonable assurances that Employee will have no direct time or indirect involvement territory or any other restriction contained in the Business on behalf of such entity. b) During Agreement is an unenforceable restriction against Executive, the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent provisions of the Company (Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and other than on behalf of the Company)territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of if any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees finds that any breach of the covenants restriction contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Company other than for Cause, or in the event enforceability of a Constructive Termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after noticethe other restrictions contained herein.

Non-Competition; Non-Solicitation. (a) The Company has provided and shall, during the Employment Period, continue to provide Employee access to 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 of the Company providing Employee with access to Confidential Information, and as an express incentive for the Company to enter into this Agreement and to continue to employ Employee hereunder, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that during the Non-Competition Period 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. (as defined in Section 11(db) below)During the Prohibited Period, Employee shall not, without the prior written consent approval of the Company: (i) he shall not be a principal, manager, agent, consultant, officer, director or employee of, orBoard, directly or indirectly, own more than 1% percent for Employee or on behalf of or in conjunction with any other person or entity of any class nature: (i) engage in or series participate within the Market Area in competition with any member of equity securities in, any partnership, corporation or other entity, which, now or at such time, has material operations which are engaged the Company Group in any business activity competitive (aspect of the Business, which prohibition shall prevent Employee from directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with the Business any member of the Company Group in the Market Area; or (a “Competing Entity”B) joining, becoming an employee or consultant of, 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 in any capacity (with respect to this clause (B); and (ii) he shall not, in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any Competing Entitymember of the Company Group; (ii) appropriate any Business Opportunity of, directly or indirectlyrelating to, have any dealings member of the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or contact induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any suppliers or customers member of the Company. As used in this AgreementCompany Group; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the term “Business” means Company Group to terminate his, her or its employment or engagement with any member of the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination or servicing. Company Group. (c) Notwithstanding the foregoing, an entity following the Termination Date, the above-referenced limitations in Sections 10(b)(i), (ii) and (iii) shall not apply in those portions of the Market Area located within the State of Oklahoma. Instead, Employee agrees that, following the Termination Date, the restrictions on Employee’s activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 9 and Section 10(b)(iv) above) shall be as follows: during that portion of the Prohibited Period that follows the Termination Date, Employee will not be deemed to be directly solicit the sale of goods, services, or a Competing Entitycombination of goods and services from the established customers of the Company or any other member of the Company Group. Further, and Employee will not be deemed to be engaged engaging in the Business, if (iBusiness in violation of Section 10(b)(i)(B) Employee is employed by virtue of performing duties similar to those performed for a member of the Company Group in the course of employment with an entity whose primary business is as an operator in the oil and gas exploration and production industry (an “Operator”), so long as such Operator only performs the services that is engaged in any meaningful way in one or more businesses other than constitute the Business for its own operations, and such Operator does not perform such services for customers. (d) Notwithstanding the “Non-Competing Businesses”restrictions contained in Section 10(b)(i), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii), Employee may own an interest in a private equity fund or hedge fund that has a direct or indirect investment in a company engaged in the Business that competes or has plans to compete with the Company (a “Competitor”) if requested so long as such investment contemplated by this Section 10(d) does not result in Employee violating any of his obligations under Section 9 or Section11, and such investment is not (A) directly in, or directly tied to, equity interests of the Competitor, (B) Employee does not participate in any director, officer, consulting or similar role relating to such Competitor and (C) any Business Opportunity made known to Employee during his employ with any member of the Company Group is retained by the CompanyCompany Group and is not presented or otherwise made known to such Competitor, in each case without violating the provisions of Section 10(b)(i), provided that neither Employee nor any of Employee’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement is not involved in the Business on behalf management of such entity. b(e) During the Non-Competition Period and for one year thereafter (two years after the Term), Employee agrees that, without the prior written consent Because of the Company (and other than on behalf difficulty of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of measuring economic losses to the Company to terminate their relationship with the Company (or to modify such relationship in Group as a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or at any time during the six months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means result of a general advertisement. c) Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise breach or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. Employee agrees that any threatened breach of the covenants contained set forth in Section 9 and in this Section 11 10, and because of the immediate and irreparable damage that would irreparably injure be caused to the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against Employee from any court having jurisdiction over the matter, restraining any further violation members of this Section 11. d) The provisions of this Section 11 shall extend for the Term and survive the termination of this Agreement for one year from the date of such termination (herein referred to as the “Non-Competition Period”). e) The provisions of this Section 11 shall terminate if this Agreement is terminated by the Company Group for which they would have no other than for Causeadequate remedy, or the Company and each other member of the Company Group shall be entitled to seek to enforce the foregoing covenants, in the event of a Constructive Termination 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 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. (f) The covenants in this Section 10, 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 event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement or if shall thereby be reformed. (g) The following terms shall have the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.following meanings:

Non-Competition; Non-Solicitation. a) 9.1 The Employee agrees that during the Non-Competition Period (as defined in Section 11(d) 9.4 below), without the prior written consent of the Company: (ia) he shall not be a not, directly or indirectly, either as principal, manager, agent, consultant, officer, director or employee ofdirector, or, directly or indirectly, own more greater than 1% two (2%) percent holder of any class or series of equity securities insecurities, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in or otherwise be connected with, any partnership, corporation or other entity, which, entity which is now or at such the time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the Business business of the Company or its Affiliates (currently (i) the manufacture and sale of (x) automotive airbag fabric and cushions, (y) value-added synthetic fabrics used in a “Competing Entity”)variety of niche industrial and commercial applications and (z) metal airbag, industrial and ordnance components and (ii) systems integration and manufacturing for ordnance programs) including, for these purposes, any business in which, at the termination of his employment, there was a bona fide intention on the part of the Company or its Affiliates to engage in the future; and (iib) he shall not, on behalf of any Competing Entitycompeting entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company. As used in this Agreement, the term “Business” means the purchase, collection and management of portfolios of defaulted consumer receivables, but shall not include such collection and management activities to the extent they are incidental to a business primarily engaged in loan origination Company or servicing. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Employee will not be deemed to be engaged in the Business, if (i) Employee is employed by an entity that is engaged in any meaningful way in one or more businesses other than the Business (the “Non-Competing Businesses”), (ii) such entity’s relationship with Employee relates solely to the Non-Competing Businesses, and (iii) if requested by the Company, such entity and Employee shall provide the Company with reasonable assurances that Employee will have no direct or indirect involvement in the Business on behalf of such entityits Affiliates. b) 9.2 During the Non-Competition Period and for one year thereafter (two years after the Term)Period, Employee agrees that, without the prior written consent of the Company (and other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, (i) solicit the customers or suppliers of the Company to terminate their relationship with the Company (or to modify such relationship in a manner that is adverse to the interests of the Company) or (ii) hire or solicit the employment of any employee who has been employed by the Company at the time of Employee’s termination or its Affiliates at any time during the six (6) months immediately preceding such date of hiring or solicitation. This provision does not prohibit the solicitation of employees by means of a general advertisement. c) 9.3 The Employee and the Company agree that the covenants of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. The Employee agrees that any breach of the covenants contained in this Section 11 9 would irreparably injure the CompanyCompany and/or its Affiliates. Accordingly, the Employee agrees that the CompanyCompany and/or its Affiliates, in addition to pursuing any other remedies it or they may have in law or in equity, may obtain an injunction against the Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 119. d) 9.4 The provisions of this Section 11 9 shall extend for the Term and survive the termination of this Agreement shall further extend for one year from the date of such termination (herein referred to as the “"Non-Competition Period”"). e) . The provisions of this Section 11 9 shall terminate if this Agreement is terminated by the Company other than for Cause, or in the event of a Constructive Termination survive any termination of this Agreement or if the Company defaults on any of its payment obligations set forth in this Agreement, which payment default is not cured within fifteen (15) days after notice.