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

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owning, directly or indirectly, less than five percent (5%) of any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation).

Non-Competition; Non-Solicitation. (a) Unless otherwise consented For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither of Seller nor SED shall, nor shall permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any member of the Company Group and customers or suppliers of any member of the Company Group. Notwithstanding the foregoing clause (ii), Seller, SED or their Affiliates may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange if none of Seller, SED or any of their Affiliates is not a controlling Person of, or a member of a group which controls, such Person and do not, in writing by Buyerthe aggregate, Seller agrees that during directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningto, directly or indirectly, less than five percent hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller, SED or any of their Affiliates from hiring any employee whose employment has been terminated by the Company Group or Buyer. (5%c) During the Restricted Period, neither of Seller nor SED shall, nor shall permit any class of securities issued by a Personits Affiliates to, directly or indirectly, engaged in solicit or entice, or attempt to solicit or entice, any Competing Business which securities are publicly traded; clients or (ii) acquiring customers of any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% member of the total net book value Company Group or potential clients or customers of such assets any member of the Company Group for purposes of diverting their business or businessservices from any member of the Company Group. (bd) Unless otherwise consented Each of Seller and SED acknowledges that a breach or threatened breach of this Section 5.06 would give rise to in writing by Buyerirreparable harm to Buyer and DSS, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller or SED of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer or DSS shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate Each of Seller and SED acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and DSS and constitute a material inducement to each of Buyer and DSS to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for a period of one (a1) Unless otherwise consented to in writing by Buyeryear following the termination of your employment hereunder for any reason or for no reason, Seller agrees that during you will not, without the Restricted Period, neither Seller nor any prior written consent of its Affiliates will, either directly or indirectly, on its own behalf or in the service Company: (i) For yourself or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, person or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningentity, directly or indirectly, less than five either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (51%) of the issued and outstanding securities of any class of securities issued by of such business and (B) nothing contained herein will prohibit you from engaging in a PersonRestricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third party, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or for made a Competing Business any such Person.sales presentation (or similar offering of services); (ciii) Unless otherwise consented to in writing by BuyerEither individually or on behalf of or through any third party, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf (A) solicit, entice or in persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of others: (i) solicitor through any third party, divert directly or hire away to indirectly, interfere with, or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicitinterfere with, divert the relations between the Company Group and any vendor or hire away supplier to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)Company Group.

Non-Competition; Non-Solicitation. During the period in which you perform services for or at the request of the Company as an employee or independent contractor and for a period of one (a1) Unless otherwise consented year following the termination of your provision of services to in writing by Buyerthe Company as an employee or independent contractor for any reason or for no reason you will not, Seller agrees that during without the Restricted Period, neither Seller nor any prior written consent of its Affiliates will, either directly or indirectly, on its own behalf or in the service Company Group: (i) For yourself or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, person or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningentity, directly or indirectly, less than either as principal, partner, stockholder, officer, director, member, employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in, or have a financial interest in, any business which is directly competitive with the business of the Company Group (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed five percent (5%) of the issued and outstanding securities of any class of securities issued by of such business, and (B) nothing contained herein will prevent you from engaging in a PersonRestricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of an entity if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such entity engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); or (ii) Either individually or on behalf of or through any third party, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate appropriate, for the purpose of competing with the Company Group, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or for made a Competing Business any such Person.sales presentation (or similar offering of services); or (ciii) Unless otherwise consented to in writing by BuyerEither individually or on behalf of or through any third party, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf (A) solicit, entice or in persuade or attempt to solicit, entice or persuade any other employees of or consultants to the service Company Group to leave the services of the Company Group for any reason, or (B) employ, cause to be employed, or solicit the employment of any employee of or consultant to the Company Group while any such person is providing services to the Company Group or within six months after any such person ceases providing services to the Company Group; or (iv) Either individually or on behalf of others: (i) solicitor through any third party, divert directly or hire away to indirectly, interfere with or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicitinterfere with, divert the relations between the Company Group and any vendor or hire away supplier to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)Company Group.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Seller agrees Parent shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in the Business anywhere in the world (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of a Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller Parent may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller Parent is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person; provided, however, that this Section 6.07 shall not apply in connection with, and following, Seller Parent’s Change of Control. (b) During the Restricted Period, Seller Parent shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by a Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, neither Seller nor or encourage any of its Affiliates willsuch employee to leave such employment or hire any such employee who has left such employment, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of except pursuant to a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance general solicitation which is not directed specifically to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupemployees; provided, however, that nothing in this Section 5.18 6.07(b) shall be deemed to prohibit prevent Seller Parent or any of its Affiliates from hiring (i) owning, directly or indirectly, less than five percent (5%) of any class of securities issued employee whose employment has been terminated by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; Buyer Parent or (ii) acquiring after 60 days from the date of termination of employment, any assets employee whose employment has been terminated by the employee, or business in which (iii) any employee with the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value prior consent of such assets Buyer; provided, further, that this Section 6.07(b) shall not apply to (i) any solicitation or business. hiring of an individual who was employed by a Buyer in California but is no longer employed by such Buyer at that time or (bii) Unless otherwise consented to a Buyer’s employees in writing by Buyer, California who contacted Seller agrees that during the Restricted Period, neither Seller nor Parent or any of its Affiliates will, either directly independently and without any direct solicitation by Seller Parent or indirectly, on any of its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such PersonAffiliates. (c) Unless otherwise consented Seller Parent acknowledges that a breach of this Section 6.07(a) would give rise to in writing by Buyerirreparable harm to Buyer Parent, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the event of a breach or a threatened breach by Seller Parent of any such obligations, Buyer Parent shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, may be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller Parent acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer Parent and constitute a material inducement to Buyer Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or on behalf other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of others: (i) solicit, divert any such covenant or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of five (5) years commencing on the Closing Date (the "Restricted Period"), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willshareholders, either directors, officers, employees or affiliates to, directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agentengage in or assist others in engaging in the business of aggregating, representative, consultant, manager, managing or operator of a Competing selling infrastructure data (the "Restricted Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business") anywhere in the world; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business anywhere in the world in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between Buyer and customers or addresses or any other information concerning any pastsuppliers of Buyer. Notwithstanding the foregoing, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningmay own, directly or indirectly, less than solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (55.00%) or more of any class of securities issued by a of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its of its shareholders, directors, officers, employees or affiliates to, directly or indirectly, engaged hire or solicit any employee of Buyer or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.01(b) shall prevent Seller any Competing Business which securities are publicly tradedof its of its shareholders, directors, officers, employees or affiliates from hiring: (i) any employee whose employment has been terminated by Buyer; or (ii) acquiring after one hundred eighty (180) days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor shall not, and shall not permit any of its Affiliates willof its shareholders, either directors, officers, employees or affiliates to, directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of Buyer or potential clients or customers of Buyer for purposes of diverting their business or services from Buyer. (d) If Seller breaches, or threatens to commit a breach of, any of the provisions of this Section 5.01, Buyer shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in the service or on behalf of others: equity: (i) solicitthe right and remedy to have such provision specifically enforced by any court having jurisdiction, divert it being acknowledged and agreed that any such breach or hire away threatened breach may cause irreparable injury to or for itself, Buyer and that money damages may not provide an Affiliate of Seller or a Competing Business any Continuing Employeeadequate remedy to Buyer; or and (ii) attempt the right and remedy to solicitrecover from the Seller all monetary damages suffered by Buyer as the result of any acts or omissions constituting a breach of this Section 5.01. (e) Seller acknowledges that the restrictions contained in this Section 5.01 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.01 should ever be adjudicated to exceed the time, divert geographic, product or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Section 5.01, and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented As a material inducement to in writing by BuyerPurchaser to enter into this Agreement, Seller agrees that during and its controlled Affiliates shall not, for a period of four (4) years after the Restricted PeriodClosing Date, neither Seller nor any of its Affiliates will, either directly or indirectlyindirectly through any Person, on its own behalf own, acquire, manage, operate, control or participate in the service ownership, management, operation or on behalf control of others, engage any Person engaged in any Competing business that otherwise competes with the Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate anywhere in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK GroupUnited States; provided, however, nothing that in no event shall crude oil marketing activities be considered a business that competes with the Business. Notwithstanding the foregoing, the Bridger Group may, without violating this Section 5.18 shall be deemed to prohibit Seller or any 6.10, own a passive investment not in excess of its Affiliates from (i) owning, directly or indirectly, less than five percent (5%) of any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value outstanding capital stock of a corporation which engages in such assets or a business, if such capital stock is a security actively traded on an established securities exchange. (b) Unless otherwise consented to in writing by BuyerFor a period of twelve (12) months from and after the Closing Date, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicitPurchaser, divert its Affiliates and each of their respective officers, directors or appropriate to or for a Competing Business employees shall not (A) induce or attempt to induce any Person that is a customer director, officer or client employee of any member of the Business at or after Closing, Bridger Group to leave the employ of such member of the Bridger Group or (B) in any Person that was a customer or client other way intentionally interfere with the relationship between any member of the Business during Bridger Group and any employee, officer or director thereof; provided, however, that the two (2) year period preceding foregoing shall not be applicable to the Closing; or Continuing Employees and (ii) the Bridger Group, its Affiliates, and each of their respective officers, directors or employees shall not (A) induce or attempt to solicitinduce any director, divert officer or appropriate employee of Purchaser or its Affiliates to leave the employ of Purchaser or the applicable Affiliate or (B) in any other way intentionally interfere with the relationship between Purchaser or its Affiliates and any employee, officer or director thereof; provided, however, that for a Competing Business purposes of this Section 6.10(b), none of Riverstone, any such Personportfolio company of Riverstone (other than the Bridger Group), any portfolio company of any investment fund affiliated with Riverstone, or any of their respective directors, officers, equityholders or employees be deemed an Affiliate of the Bridger Group. (c) Unless otherwise consented The covenants and undertakings contained in Section 6.10 relate to in writing by Buyermatters which are of a special, Seller agrees that during the Restricted Period, neither Seller nor unique and extraordinary character and a violation of any of its Affiliates willthe terms of Section 6.10 would cause irreparable injury to Purchaser or Seller, either directly as applicable, such that money damages or indirectlyother legal remedies would not be an adequate remedy for such violation. Therefore, on its own behalf Purchaser or Seller, as applicable, shall be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of Section 6.10 by the other Party without the necessity of proving actual damages or posting any bond. The rights and remedies provided by this Section 6.10 are cumulative and in addition to any other rights and remedies which Purchaser may have hereunder or at law or in equity. (d) Notwithstanding anything contained in this Agreement to the service or on behalf of others: contrary, (i) solicit, divert or hire away to or for itself, an Affiliate of if Seller or Purchaser breaches Section 6.10(b) and the other Party seeks and obtains an injunction, restraining order or other equitable relief from any court of competent jurisdiction, the twelve (12) month period referred to in such Section 6.10(b) shall be computed from the date relief is granted to the other Party instead of from the Closing Date and reduced by any time following the Closing Date during which the breaching Party complied with its obligations thereunder. (e) If any court of competent jurisdiction in a Competing Business any Continuing Employee; or (ii) attempt to solicitfinal, divert or hire away to or for itselfbinding and nonappealable judgment determines that a specified time period, an Affiliate of Seller or a Competing Business any Continuing Employeegeographical area, except if the employment of such Continuing Employee has been terminated by Buyer, business limitation or any other relevant feature of its Affiliates after Closingthis Section 6.10 is unreasonable, prior to commencement of employment discussions between such Continuing Employee and Seller arbitrary or any of its Affiliatesagainst public policy, provided that then the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspapermaximum time period, magazine geographical area, business limitation or other publication of general circulation)relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy shall be enforced against the applicable party.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither no Seller nor shall, and shall not permit any of its his Affiliates willto, either directly or indirectly: (i) engage in or assist others in engaging in logistic management services and supply chain solutions, including last mile delivery service (the “Restricted Business”) in the State of Utah (the “Territory”); (ii) have an interest in any Person that engages, directly or indirectly, on its own behalf or in the service or on behalf of others, engage Restricted Business in the Territory in any Competing Businesscapacity, including: (i) act including as an agenta partner, representativestockholder, consultantdirector, officer, member, manager, employee, contractor, principal, agent, volunteer, intern, advisor, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (only if formed prior to the date of this Agreement and only in respect of business relationships for business solely conducted in the Territory) between the Company and customers or suppliers of the Company in the Territory. Notwithstanding the foregoing, each and every Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange or over-the-counter market if such Seller is not a controlling Person of, or a member of a group that controls, such Person and does not, directly or indirectly, own in excess of 4.99% of any class of securities of such Person. (b) During the Restricted Period, no Seller shall, and shall not permit any of his Affiliates to, directly or indirectly, hire or solicit any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a general solicitation that is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, however, nothing in this Section 5.18 6.04(b) shall be deemed to prohibit prevent any Seller or any of its his Affiliates from (i) owning, directly or indirectly, less than five percent (5%) of hiring any class of securities issued employee terminated by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such PersonCompany. (c) Unless otherwise consented Each Seller acknowledges that a breach or threatened breach of this Section Section 6.04 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Periodthat, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by such Seller of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or any and all other rights and remedies that may be available to it in respect of such breach, be entitled to petition a court of competent jurisdiction for itselfequitable relief, including a temporary restraining order, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerinjunction, or specific performance (without such Seller requesting the Court to order the Buyer to post bond). (d) Each Seller acknowledges that the restrictions contained in this Section Section 6.04 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any of its Affiliates after Closingcovenant contained in this Section 6.04 should ever be adjudicated to exceed the time, prior to commencement of employment discussions between such Continuing Employee and Seller geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court of its Affiliatescompetent jurisdiction is expressly empowered to reform such covenant, provided that and such covenant shall be deemed reformed, in such jurisdiction to the foregoing maximum time, geographic, product or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section 6.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither each Seller nor shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in any capacity, including as an ownera partner, investorstockholder, member, partnermanager, limited partnerinventor, joint ventureremployee, creditor principal, agent, trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (past or present) of the Company, Buyer and/or any of their Subsidiaries. Notwithstanding the foregoing, each Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and, except as set forth on Section 6.07(b) of the Disclosure Schedules, does not, directly or indirectly, own 5% or more of any class of securities of such Person (other than the Transaction Shares). (b) During the Restricted Period, each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any inventor or scientist of the Company or any Affiliate or any party involved in the creation and/or development of the Company Intellectual Property (irrespective of whether any such party performed work on behalf of the Company or any Affiliate), or interfere with the relationship between any such party and the Company or any Affiliate, or hire any such party who is no longer involved with the Company or any Affiliate, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch party; provided, however, that nothing in this Section 5.18 6.06(b) shall be deemed to prohibit prevent any Seller or any of its Affiliates from hiring (i) owningany inventor or scientist whose employment has been terminated by the Company or Buyer or (ii) after one hundred and eighty (180) days from the date of termination of employment, any inventor or scientist whose employment has been terminated by the employee. (c) During the Restricted Period, Sellers shall not, and shall not permit any of their Affiliates to, directly or indirectly, less than five percent (5%) of solicit or entice away or divert, or attempt to solicit or entice away or divert, any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% relationships of the total net book value of such assets or businessCompany and/or its Subsidiaries. (bd) Unless otherwise consented Each Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Sellers of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Each Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 6.07 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closingany such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, prior to commencement and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. In addition, any breach by Buyer of employment discussions between such Continuing Employee and Seller any provision of this Agreement or any of its Affiliates, provided that the foregoing related agreement shall not prohibit bona fide public diminish or affect the validity or enforceability of this Section 6.07. (f) PJSC «Pharmsynthez» and Shemyakin-Ovchinnikov Institute of Bioorganic Chemistry, Russian Academy of Sciences, which entities are being provided royalties by the Company pursuant to the Assignment and Royalty Agreement shall execute separate non-targeted solicitations for employees by Seller competition and non-solicitation agreements as of the Closing containing the same or similar language as set forth in this Section 6.07 (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation"Royalty Restrictive Covenant Agreements").

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of five years commencing on the Closing Date (the “Restricted Period”), neither Seller nor the Stockholders shall not, and shall not permit any of its Affiliates willtheir respective Affiliates, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: to (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person (other than the Company) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee, or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningStockholder may own, directly or indirectly, less than solely as an investment, securities of any Person traded on any national securities exchange if such Stockholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities issued by a of such Person. (b) During the Restricted Period, the Stockholders shall not, and shall not permit any of their respective Affiliates, directly or indirectly, engaged to hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation that is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent any Competing Business which securities are publicly traded; Stockholder or any of his or its Affiliates from hiring (i) any employee whose employment has been terminated by the Company or the Parent or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor the Stockholders shall not, and shall not permit any of its Affiliates willtheir respective Affiliates, either directly or indirectly, on its own behalf to solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) The Stockholders acknowledge that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to the Parent, for which monetary damages would not be an adequate remedy, and hereby agree that in the service event of a breach or on behalf a threatened breach by any Stockholder of others: (i) solicitany such obligations, divert or hire away the Parent shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance, and any other relief that may be available from a court of Seller competent jurisdiction (without any requirement to post bond). (e) The Stockholders acknowledge that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of the Parent and constitute a material inducement to the Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of five years commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its controlled Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business anywhere in the world; (ii) participate have a material interest in any Competing Person that engages directly or indirectly in the Restricted Business anywhere in the world in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may (A) own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person, (B) continue to operate its retained businesses as such retained businesses have been conducted prior to and on the date of this Agreement, and (C) perform any services for Buyer or its Affiliates, including such services as are contemplated under the Transition Services Agreement. (b) For a period of 18 months commencing on the Closing Date, Seller shall not, and shall not permit any of its controlled Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, howeverthat nothing in this Section 5.07(b) shall prevent Seller or any of its controlled Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, Seller shall not, and shall not permit any of its controlled Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 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 expressly 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. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Notwithstanding anything herein to the contrary, nothing in this Section 5.18 5.07 shall be deemed to prohibit restrict Seller or any of its Affiliates from (i) owning, directly or indirectly, less than five percent (5%) of taking commercially reasonable steps to carry out its rights and obligations under any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or businessTransaction Documents. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation).

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), neither Seller nor Sellers shall not, and shall not permit any of its their respective Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partnerfranchisor, limited partnerfranchisee, joint ventureremployee, creditor principal, agent, trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK Group, or independent contractor, client or customer of the NOARK GroupCompany; provided, however, nothing that the foregoing restrictions shall not apply with respect to the ownership, operation and management of the Company Restaurants, provided that the Company Restaurants are operated and managed in this accordance with Section 5.18 shall be deemed to prohibit Seller or any of its 5.11. Notwithstanding the foregoing, Sellers and their respective Affiliates from (i) owningmay own, directly or indirectly, less than five percent (solely as an investment, securities of any Person traded on any national securities exchange if Sellers are not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (b) During the Restricted Period, Sellers shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, engaged hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided that nothing in this Section 5.07(b) shall prevent Sellers or any Competing Business which securities are publicly traded; of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor Sellers shall not, and shall not permit any of its their respective Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any franchise owner or operator of the Company for purposes of diverting their business or services from the Company. (d) Each Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by Sellers of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of Seller competent jurisdiction (without any requirement to post bond). (e) Sellers acknowledge that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless In order for the Purchaser to have and enjoy the full benefit of the Shares, and as a material inducement to the Purchaser to enter into this Agreement (without such inducement the Purchaser would not have entered into this Agreement), for a period of five years commencing on the date of the Closing, each of Xxxxx X. Xxxxxx and the Seller shall not, directly or indirectly (whether by himself or itself, through an Affiliate, in partnership or conjunction with, or as an employee, officer, director, manager, member, owner, consultant or agent of, any other Person): (i) undertake, participate or carry on or be engaged or have any financial or other interest in, or in any other manner advise or assist any other Person in connection with the operation of, the business of structural steel fabrication and erection or the manufacture of specialty products including pollution control scrubbers, tunnel liners, pressure vessels and other related products primarily for the oil and gas industry (the “Competing Business”) anywhere in the world, other than with respect to Xxxxx X. Xxxxxx’x continued involvement with the Company; (ii) solicit, entice, encourage or intentionally influence, or attempt to solicit, entice, encourage or influence, any employee of the Purchaser, the Company or any of their respective Affiliates to resign or leave the employ of the Purchaser, the Company or any of their respective Affiliates or otherwise consented hire, employ, engage or contract any such employee to in writing by Buyerperform services other than for the benefit of the Purchaser, Seller agrees that the Company or any of their respective Affiliates; or (iii) solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any customer of the Purchaser, the Company or any of their respective Affiliates (including any Person who has been a customer of the Company or any of its subsidiaries at any time during the Restricted Periodperiod of 12 months before the Closing) to alter, reduce or terminate its business relationship with the Purchaser, the Company or any of their respective Affiliates for the direct or indirect benefit of any Competing Business. (b) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 4.2(a) (the “Restrictive Covenants”): (i) the Purchaser and its Affiliates shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material loss to the Purchaser and its Affiliates, the amount of which cannot be readily determined and as to which neither Seller the Purchaser nor any of its Affiliates will, either directly or indirectly, on its own behalf will have any adequate remedy at law or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; damages; (ii) participate it is the desire and intent of the parties hereto that the Restrictive Covenants be enforced to the fullest extent permissible under the laws, orders and public policies applied in each jurisdiction in which enforcement is sought and if any Competing Business as an ownerRestrictive Covenant shall be adjudicated finally to be invalid or unenforceable, investorsuch Restrictive Covenant shall be deemed amended to the extent necessary in order that such provision be valid and enforceable, member, partner, limited partner, joint venturer, creditor or shareholder whether the remainder of such participation Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is as to a beneficial interest or record interestmade; or and (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer parties acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the NOARK Group, or independent contractor, client or customer value and the goodwill of the NOARK Group; provided, however, nothing Shares and the Company’s business and are reasonable and valid in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owning, directly or indirectly, less than five percent (5%) of any class of securities issued by a Person, directly or indirectly, engaged geographical and temporal scope and in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or businessall other respects. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation).

Non-Competition; Non-Solicitation. During the period while you are employed hereunder and either: (ax) Unless otherwise consented for a period of eighteen (18) months following the termination of your employment if for any reason you are entitled to in writing by Buyerreceive payment pursuant to §4(b)(ii) or §4(d) of this Agreement, Seller agrees that or (y) for a period of twelve (12) months following the termination of your employment if you are not entitled to payment pursuant to §4(b)(ii) or §4(d) of this Agreement, you will not during any such period, without the Restricted Period, neither Seller nor any prior written consent of its Affiliates will, either directly or indirectly, on its own behalf or in the service Company: (i) For yourself or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, person or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningentity, directly or indirectly, less than five either as principal, partner, stockholder, officer, director, member, employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in, or have a financial interest in, any business which is directly or indirectly competitive with the business of the Company (each, a “Restricted Activity”) anywhere in the world (the “Restricted Territory”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed three percent (5%) of the issued and outstanding securities of any class of securities issued by of such business, and (B) nothing contained herein will prevent you from engaging in a PersonRestricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of an entity if that Unit is not engaged in any business which is competitive with the business of the Company, irrespective of whether some other Unit of such entity engages in such competition (as long as you do not engage in a Restricted Activity for such other Unit); or (ii) Either individually or on behalf of or through any third party, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate appropriate, for the purpose of competing with the Company, any customers or patrons of the Company, or any prospective customers or patrons with respect to which the Company has developed or for made a Competing Business any such Person.sales presentation (or similar offering of services); or (ciii) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service Either individually or on behalf of others: (i) or through any third party, solicit, divert entice or hire away to persuade or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert entice or hire away persuade any employee of or consultant to or for itself, an Affiliate the Company to leave the service of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)Company.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented For a period of three (3) years as to the Warrantors and one (1) year as to Xx. Xxxxx, in writing by Buyereach case commencing on the Closing Date (as applicable, Seller agrees that during the “Restricted Period”), neither Seller nor Warrantors and Xx. Xxxxx (each, a “Restricted Person”) shall not, and shall not permit any of its such Restricted Person’s Affiliates willto, either directly or indirectly, on its own behalf or in the service or other than on behalf of others, engage in any Competing Business, includingthe Companies or Beneficiary: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have any financial or equity interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest consultant (other than interests in Beneficiary or record interestany successor); or (iii) communicate to intentionally interfere in any Competing Business material respect with the names business relationships between the Companies and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompanies. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owninga Restricted Person may own, directly or indirectly, less than five percent (solely as an investment, securities of any Person traded on any national securities exchange if the Restricted Person is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (b) During the applicable Restricted Period, the Restricted Persons shall not, and shall not permit any of their Affiliates to, directly or indirectly, engaged in hire away or solicit any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% employee of the total net book value of Companies nor encourage any such assets employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.09(b) shall prevent any Restricted Person or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its their Affiliates will, either directly from hiring any employee whose employment with the Companies or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such PersonBeneficiary has previously terminated. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor the Restricted Persons shall not, and shall not permit any of its their Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of the Companies or potential clients or customers of the Companies for purposes of diverting their business or services from the Companies. (d) Each Restricted Person acknowledges that a breach or threatened breach of this Section 6.09 would give rise to irreparable harm to Beneficiary, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by a Restricted Person of others: any such obligations, Beneficiary shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to injunctive relief, including a temporary restraining order, specific performance and any other similar relief that may be available from a court of competent jurisdiction (iwithout any requirement to post bond). (e) solicitEach Restricted Person acknowledges that the restrictions contained in this Section 6.09 are reasonable and necessary to protect the legitimate interests of Beneficiary and constitute a material inducement to Beneficiary to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.09 should ever be adjudicated to exceed the time, divert geographic, product or hire away service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.09 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Notwithstanding any other provision of this Agreement, except for itselfactions taken in concert, an under no circumstances shall any Restricted Person have any liability for or obligation in respect of any action or omission by another Restricted Person (or any Affiliate of Seller such other Restricted Person) that breaches or a Competing Business threatens to breach any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)obligations under this Section 6.09.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerEach Restricted Party agrees, Seller agrees that during the Restricted Period, neither Seller nor such Restricted Party shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on for any reason, for its own behalf or in the service account, or on behalf of othersof, engage in or together with or through, any Competing Businessother Person, including: (i) act whether as an principal, agent, representativeshareholder, creditor, participant, partner, promoter, director, officer, manager, member, equity owner, employee, consultant, managersales representative, insurance agent or broker or otherwise: own, control, manage, or operator participate in the ownership, control or management of, or render services or advice to, or have a financial interest in, or lend its name to, any business or Person (or any Affiliate of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (iiPerson that is) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, presentengaged in, or identified prospective client that is undertaking to become engaged in, in whole or customer of in part any Restricted Business within the NOARK Group, or independent contractor, client or customer of the NOARK GroupTerritory; provided, however, nothing in that a Restricted Party shall not be prohibited by this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates 6.06(a)(i) from (i) owning, directly or indirectly, less than five percent (5%) solely as a passive investment, securities of any Person traded on any national securities exchange if such Restricted Party is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 3% or more of any class of securities issued by a of such Person; hire, directly solicit or indirectlyretain (whether as an employee, engaged in consultant or otherwise) any Competing Business which securities are publicly traded; employee or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% independent contractor of the total net book value Company or of Buyer or of Xxxxx or of their respective Affiliates (including, for the avoidance of doubt, individuals who become employees or independent contractors following the date hereof and/or following the Closing Date) or encourage any such assets individual to sever or business. (b) Unless otherwise consented alter its relationship with the Company or with Buyer or with Xxxxx or with any of their respective Affiliates or hire or retain any such individual who has left such employment or ceased to in writing by provide services to the Company, Buyer, Seller agrees that during the Restricted PeriodXxxxx and/or their respective Affiliates; solicit or entice, neither Seller nor any of its Affiliates willor attempt to solicit or entice, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that such Restricted Party knows or reasonably should know is a customer (actual or client prospective) client, customer, employee, consultant, licensor, licensee, service provider, supplier, vendor or strategic partner of the Business at Company or of Buyer or of Xxxxx or of their respective Affiliates for purposes of diverting their business or services from the Company, from Buyer, from Xxxxx and/or from their respective Affiliates or taking any action that has (or is reasonably likely to have) the effect of so diverting any such business or services; or interfere with the business relationships (whether formed prior to or after Closing, the date of this Agreement) between Buyer or (B) any Person that was a customer the Company or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, Xxxxx or any of its their respective Affiliates after Closingand any of their respective clients, prior customers, employees, consultants, licensors, licensees, service providers, suppliers, vendors or other Persons with whom they have a business relationship or take any action which is reasonably likely to commencement damage or destroy the goodwill and esteem of employment discussions between Buyer or Xxxxx or the Company or their respective Affiliates with any such Continuing Employee Persons. Each Restricted Party acknowledges that a breach or threatened breach of this Section 6.06 would give rise to irreparable harm to the Company, Buyer and Xxxxx, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by a Restricted Party of any such obligations, each of the Company, Buyer and Xxxxx shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). In the event that any Seller Principal (or any Affiliate thereof, including Seller) breaches any of the covenants contained in this Section 6.06, and does not fully and completely cure such breach to Buyer’s reasonable satisfaction within ten (10) days following written notice to such Seller Principal, at Buyer’s election, Buyer may cause the Seller to immediately forfeit any remaining Share Consideration payable to Seller hereunder that has not yet been paid to Seller as of such date, which Share Consideration may be retained by Xxxxx. In the event that KR (or any of its his Affiliates) breaches any of the covenants contained in this Section 6.06, provided and does not fully and completely cure such breach to Buyer’s reasonable satisfaction within ten (10) days following written notice to KR, at Buyer’s election, Buyer may cause KR to immediately forfeit any remaining Share Consideration payable to KR hereunder that has not yet been paid to him as of such date, which Share Consideration may be retained by Xxxxx. In view of the difficulty of predicting with certainty the likely damages from a breach of a Restricted Party’s obligations under Section 6.06(a), the Restricted Parties agree that the foregoing amount set forth in this Section 6.06(c) is a reasonable provision for liquidated damages and not a penalty. Notwithstanding anything to the contrary contained herein, an award of liquidated damages hereunder shall be in addition to and not in limitation of any injunctive or equitable relief, or other rights or remedies to which Buyer or the Company is or may be entitled at law or in equity under this Agreement or any other agreement between or among the Restricted Parties and the Company, and an award of liquidated damages hereunder shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on preclude Buyer or the Internet or in a newspaper, magazine Company from obtaining injunctive or other publication equitable relief as appropriate for any breach of general circulationSection 6.06(a). Each Restricted Party acknowledges that the restrictions contained in this Section 6.06 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.06 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 expressly 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. The covenants contained in this Section 6.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. Each of the Restricted Parties agrees that the applicable period of each covenant contained in this Section 6.06 shall be tolled during any period of time in which a Restricted Party is in breach or violation of the terms of this Section 6.06.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of [***] commencing on the Closing Date (the “Restricted Period”), neither each Seller nor Party shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, each Seller Party may own, directly or indirectly, solely as an investment, securities of any Person traded on any securities exchange anywhere in the world if such Seller Party is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, each Seller Party shall not, and shall not permit any of such Seller Party’s Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, howeverthat nothing in this Section 5.08(a) shall prevent any Seller Party or any of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, no Seller Party shall, and shall not permit any of their Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Each Seller Party acknowledges that a breach or threatened breach of this Section 5.08 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Seller Party of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each Seller Party acknowledges that the restrictions contained in this Section 5.08 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.08 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 expressly 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. The covenants contained in this Section 5.08 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Notwithstanding the foregoing, nothing in this Section 5.18 5.08 shall be deemed to prohibit Seller prevent GV Health or any of its direct or indirect Affiliates or any of their officers, directors, managers, agents, successors or employees (collectively the “Carve-out Sellers”), from (i) owning, directly or indirectlyindirectly engaging in the publication or placement of advertisements or other copy in periodicals, less than five percent (5%) of newspapers, magazines, websites, blogs, tweets, or the like, by or for any class of securities issued by a PersonPerson engaging in the Restricted Business, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring directly or indirectly promoting or sponsoring any assets Person engaging in the Restricted Business in the course and scope of a Carve-out Seller’s normal or customary business practices relating to clause (i) above, or (iii) directly or indirectly investing in which or having an ownership or equity interest in any Person engaging in the portion thereof constituting a Competing Business does Restricted Business, so long as the Carve-out Sellers have no actual control or management responsibilities over such Person and do not represent own more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented outstanding equity entitled to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate vote relative to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person. (cg) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation).[***]

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), neither Seller nor Sher shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningSher may own, directly or indirectly, less than five percent (5%) solely as an investment, securities of any Person traded on any national securities exchange if Sher is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 2% or more of any class of securities issued by a of such Person. (b) During the Restricted Period, Sher shall not, and shall not permit any of its Affiliates to, directly or indirectly, engaged hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.03(b) shall prevent Sellers or any Competing Business which securities are publicly traded; of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor Sher shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sher acknowledges that a breach or threatened breach of this Section 6.03 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by Sher of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of Seller competent jurisdiction (without any requirement to post bond). (e) Sher acknowledges that the restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. 6.6.1 For a period (asuch applicable period, the “Restricted Period”) Unless otherwise consented to in writing by Buyercommencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Seller’s Affiliates willto, either directly or indirectly, on its own behalf within the Territory, (a) engage in or assist others in engaging in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Competitive Business; (iib) participate have an interest in any Competing Person that engages directly or indirectly in the Competitive Business in any capacity, including as an ownera partner, investorequityholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iiic) communicate to solicit, cause, induce or encourage any Competing material actual or prospective client, customer, supplier, manufacturer or licensor of the Company in the Competitive Business the names (including any existing or addresses or any other information concerning any past, present, or identified prospective former client or customer of the NOARK GroupCompany or of Seller (relating solely to the Business) as predecessor to the Company), or independent contractorany other Person who has a material business relationship with the Company with respect to the Competitive Business, client to terminate or customer of modify any such actual or prospective relationship. Notwithstanding the NOARK Group; providedforegoing, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from may (i) owningown the Class B Common Units in the Company that it will own immediately following the Closing, and (ii) own, directly or indirectly, less than solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities issued by a of such Person, so long as Seller has no active participation in the business of such Person. 6.6.2 During the Restricted Period, Seller shall not, directly or indirectly, engaged within the Territory, (i) hire or solicit any Person who is or was in the last twelve (12) months employed by the Company (including, for the avoidance of doubt, prior employees of Seller, as predecessor to the Company, working in connection with the Business) or encourage any Competing Business which securities are publicly traded; or such employee to leave such employment, (ii) acquiring engage or solicit any assets Person who is or business was in which the portion thereof constituting last twelve (12) months engaged as a Competing Business does not represent more than 25% consultant by the Company (including, for the avoidance of doubt, a consultant of Seller, as predecessor to the total net book value of Company, engaged in connection with the Business), where such assets actions would reasonably be expected to cause such consultant to cease, terminate, or business. materially adversely change its relationship with the Company, or (biii) Unless make statements or representations, or otherwise consented to in writing by Buyercommunicate, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf in writing, orally or in the service or on behalf of others: (i) solicitotherwise, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closingwould reasonably be expected to, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in disparage the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, Company or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliatesofficers, directors, managers, members, partners, employees, advisors or businesses, or its or their reputations, except in the course of such Person’s employment or engagement with the Company or any Affiliate thereof; provided that the foregoing these limitations shall not prohibit bona fide public non-be violated by truthful statements in connection with any legal or administrative proceeding, response to legal process, governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, pleadings, depositions or other discovery in connection with such proceedings). Notwithstanding the foregoing, the solicitation restrictions in this Section 6.6.2 shall not be violated by general advertising or general solicitation not specifically targeted solicitations at the Company’s employees, consultants, or independent contractors. 6.6.3 Seller acknowledges that a breach or threatened breach of Section 6.5 or this Section 6.6 would give rise to irreparable harm to the Investors, for employees which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the Investors shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Further, Seller acknowledges that the Investors’ damages shall not be limited to the amount of the Purchase Price that is allocated to the covenants set forth in Section 6.5 or this Section 6.6 pursuant to Section 8.5. 6.6.4 Seller acknowledges that the restrictions contained in Section 6.5 and this Section 6.6 are reasonable and necessary to protect the legitimate interests of the Investors and constitute a material inducement to the Investors to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in Section 6.5 or this Section 6.6 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 expressly 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. The covenants contained in Section 6.5 and this Section 6.6 and each provision thereof and hereof are severable and distinct covenants and provisions. Notwithstanding anything herein, in the event of any breach by Seller (whether posted on a public site on of the Internet covenants set forth in this Section 6.6 the Restricted Period shall be extended by the period of the duration of such breach. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Sellers shall not, and shall not permit any of their respective Affiliates or the Sellers’ Representative to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, or consultant; or (iii) cause, induce or encourage any (a) franchisee to in writing become a franchisee or enter into a similar legal commitment with a competitor of Buyer or its Affiliates, (b) any Material Staffing Customers to reduce the amount of business they are doing with any Franchisee or Buyer or its Affiliates, (c) supplier, or licensor of the Business or any other Person who has a material vendor relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers may service any customer outside of the Territory and may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Sellers are not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, Sellers shall not, and shall not permit any of their respective Affiliates or Sellers’ Representative to, directly or indirectly, hire or solicit (i) any employee of the Business or (ii) any person who is offered employment by Buyer, Seller agrees that Buyer or is or was employed as a temporary or permanent employee of the Business during the Restricted Period, neither Seller nor or encourage any of its Affiliates willsuch person to leave such employment or hire any such person who has left such employment, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of except pursuant to a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance general solicitation which is not directed specifically to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupemployees; provided, however, that nothing in this Section 5.18 6.07(b) shall be deemed to prohibit Seller prevent Sellers or any of its their respective Affiliates from hiring (i) owning, directly or indirectly, less than five percent (5%) of any class of securities issued employee whose employment has been terminated by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; Xxxxx or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented Notwithstanding anything to the contrary provided in writing by this Section 6.07, Affiliates of Sellers and Sellers’ Representative shall not be restricted from owning, working, or continuing to own, operate or work for any business which they owned, operated, or worked for on September 12, 2022. (d) Sellers acknowledge that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the event of a breach or a threatened breach by a Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Sellers acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or on behalf other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction so as to effect the original intent of others: (i) solicit, divert the parties as closely as possible. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or hire away to unenforceability of any such covenant or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), neither Seller nor each of the Sellers shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningSellers may own, directly or indirectly, less than five percent (5%) solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities issued of such Person. Buyer acknowledges and agrees that the involvement by one or more shareholders of Holding with Domino System A/S, in such shareholder’s capacity as a Personshareholder or member of the board of directors of Domino System A/S is not and will not be regarded as a breach of this non-competition covenant. (b) During the Restricted Period, each of the Sellers shall not, and each shall not permit any of its Affiliates to, directly or indirectly, engaged in hire or solicit any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% employee of the total net book value of such assets Company or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business encourage any such Personemployee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor each of the Sellers shall not, and each shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sellers acknowledge that a breach or threatened breach of this Section 5.08 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 5.08 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.08 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.08and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of two (2) years commencing on the Closing Date (the “Restricted Period”), neither the Seller nor Parties shall not, and shall not permit any of its their Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company Group and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK Company Group. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningParties may own, directly or indirectly, less than five percent (solely as an investment, securities of any Person traded on any national securities exchange if the Seller Parties is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (b) During the Restricted Period, the Seller Parties shall not, and shall not permit any of their Affiliates to, directly or indirectly, engaged hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent the Seller Parties or any Competing Business which securities are publicly traded; of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company Group or Buyer or (ii) acquiring after one hundred and eighty (180) days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither the Seller nor Parties shall not, and shall not permit any of its their Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of the Company Group or potential clients or customers of the Company Group for purposes of diverting their business or services from the Company Group. (d) The Seller Parties acknowledge that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by the Seller Parties of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) The Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided Parties acknowledge that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or restrictions contained in a newspaper, magazine or other publication of general circulation).this Section

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerEach Restricted Stockholder and her, Seller agrees that during the Restricted Periodhis or their Affiliates over which she, neither Seller nor any of its Affiliates will, either directly he or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 they has/have control shall be deemed to prohibit Seller or any of its Affiliates from (i) owningnot, directly or indirectly, for a period of [***] after the Closing Date, engage (whether as owner, employee, operator, manager, consultant or otherwise) anywhere in the world in any business that competes with the Business as conducted by the Company as of the Closing Date. Notwithstanding the foregoing, each Restricted Stockholder and her, his or their Affiliates shall not be prohibited by this Section 6.5(a) from (i) acquiring or owning less than five percent (5%) of the outstanding voting power of any class publicly traded company on a passive basis; (ii) work for a Person (a) that is not primarily engaged in the Business and (b) for which the Business does not generate a significant portion of securities issued such Xxxxx’x aggregate revenue; provided that (1) the Restricted Stockholder does not personally participate in the Business and (b) the services provided by the Restricted Stockholder to such Person do not primarily relate to or assist with the Business; or (iii) work as a Personprofessor of the for a college, university or other academic institution. (b) Each Restricted Stockholder and her, his or their Affiliates over which she, he or they has/have control shall not, nor shall she, he or they permit any of her, his or their Affiliates to, directly or indirectly, engaged in for a period of [***] after the Closing Date, (i) other than for the benefit of the Company or the Purchaser, divert or take away any Competing Business which securities are publicly traded; business from or with, any customer, supplier, agent or distributor of the Company, or solicit, call upon, or attempt to induce any such customer, supplier, agent or distributor to terminate or adversely affect or materially reduce their business relationship with the Company, or (ii) acquiring contact, solicit or approach for the purpose of offering employment to, or hire (whether as an employee, consultant, agent, independent contractor or otherwise), any assets employee employed or business in which full-time consultant engaged by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that Company during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year [***] period preceding such contact, solicitation or approach (provided, that the Closing; foregoing clause shall not prohibit each Restricted Stockholder or (ii) attempt to solicither, divert his or appropriate to or for their Affiliates from making a Competing Business general solicitation not targeting any such Personemployee or consultant). (c) Unless otherwise consented to in writing by BuyerEach Restricted Stockholder, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or for himself and on behalf of others: (iher, his or their Affiliates, agrees that the scope of the restrictive provisions set forth in this Section 6.5 are reasonable with respect to subject matter, time and scope and that the provisions contained in this Section 6.5 are a material inducement to the Purchaser’s entering into this Agreement and but for the provisions contained in this Section 6.5, the Purchaser would not have entered into this Agreement. In the event that any court determines that the subject matter, duration or geographic scope, or all of the foregoing, is unreasonable and that such provision is to that extent unenforceable, the Purchaser and each Restricted Stockholder, for itself or himself and on behalf of each of her, his or their or its Affiliates, agree that the provision shall remain in full force and effect for the greatest time period and for the broadest subject matter and in the greatest area, as the case may be, that would not render it unenforceable. It is specifically understood and agreed that any breach of the provisions of this Section 6.5 by each Restricted Stockholder or any of her, his or their Affiliates will result in irreparable injury to the Purchaser, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Purchaser shall be entitled to enforce the specific performance of this Section 6.5 by such Restricted Stockholder and her, his or their Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of the Purchaser’s right to damages and any and all other remedies available to the Purchaser, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies. Should a court of competent jurisdiction determine that Restricted Stockholder has breached Section 6.5(a) solicitor 6.5(b) above, divert the term of the restrictions set forth in Section 6.5(a) or hire away to or for itself6.5(b), an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicitas applicable, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if shall be tolled by the employment duration of such Continuing Employee has been terminated by Buyerbreach. For the avoidance of doubt, the parties hereto acknowledge and agree that the restrictions set forth in this Section 6.5 are independent of and in addition to any restrictions set forth in the Signing Consultant Documents and/or any other Contract between the Purchaser or any of its Affiliates after Closing(including the Company), prior to commencement on the one hand, and any Restricted Stockholder, on the other hand (including the remainder of employment discussions between such Continuing Employee this Agreement). Each Restricted Stockholder acknowledges and Seller agrees that she, he or they has/have received, or is receiving, substantial consideration in connection with the Transactions. No breach by Purchaser or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine Affiliates of any contractual or other publication obligations it or they have to any Stockholder shall constitute a defense, or a limitation of, the enforcement of general circulation)this Section 6.5 against such Stockholder. The prevailing party in any Proceeding to enforce this Section 6.5, in addition to all other remedies available at law, in equity, and under contract, shall be entitled to an award against the other party to cover the costs of such Proceeding, including reasonable attorneys’ fees and expenses.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of thirty-six (36) months commencing on the Closing Date (the “Restricted Period”), neither each Seller nor shall not, and shall not permit any of its such Seller’s Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, a Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, each Seller shall not, and shall not permit any of such Seller’s Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, however, that nothing in this Section 5.18 6.07(b) shall be deemed to prohibit prevent such Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by the Company or Buyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, each and every Seller shall not, and shall not permit any of their Affiliates to, directly or indirectly, less than five percent (5%) of solicit or entice, or attempt to solicit or entice, any class of securities issued by a Personclients or, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% customers of the total net book value Company or potential clients or customers of such assets the Company for purposes of diverting their business or businessservices from the Company. (bd) Unless otherwise consented Each Seller hereby acknowledges that a breach or threatened breach of this Section 6.07 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by any Seller of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Each Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 6.07 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (ai) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor any of its Affiliates willthe Executive shall not, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (iA) act as an agentsolicit, representative, consultant, managerservice, or operator assist any other individual, person, firm, or other entity in soliciting or servicing, any Customer for the purpose of a Competing Businessproviding and/or selling any products that are provided and/or sold by any member of the Company Group, including provide managerialor performing any services that are performed by any member of the Company Group, supervisory, administrative, financial or consulting performing any services or assistance providing and/or selling any products that any member of the Company Group proposed to any Competing Businessinitiate performing, selling or providing during the twelve (12)-month period immediately preceding the Termination Date, based on active discussions with the Board that occurred during such twelve (12)-month period, as evidenced by existing memoranda, Board minutes or other written correspondence, and only to the extent the Company Group was capable of pursuing such proposals as a business and financial matter; (iiB) participate in interfere with or damage any Competing Business relationship and/or agreement between any member of the Company Group and any Customer; or (C) associate (including, but not limited to, association as an a sole proprietor, owner, investor, memberemployer, partner, limited partnerprincipal, investor, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any pastshareholder, presentassociate, or identified prospective client or customer of the NOARK Groupemployee, or independent member, consultant, contractor, client director or customer of the NOARK Groupotherwise) with any Competitive Enterprise; provided, however, nothing that (x) the Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities, so long as the Executive’s direct holdings in this Section 5.18 any such entity shall be deemed to prohibit Seller not in the aggregate constitute more than 5% of the voting power of such entity, and (y) the exercise of any rights or remedies of the Executive or any of its his Affiliates from (i) owning, directly or indirectly, less than five percent (5%) of under any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which other agreements with the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller Company or any of its Affiliates, provided including, without limitation, the Trademark License Agreement and the Facilities Use Agreement, will not be deemed to be a breach of this Section 6(c). The Executive acknowledges that this covenant has a unique, very substantial, and immeasurable value to the Company, that the foregoing Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force, and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. (ii) During the Restricted Period, the Executive shall not prohibit bona fide public non-targeted solicitations for employees solicit, entice, persuade, or induce any individual who is employed or engaged by Seller any member of the Company Group (whether posted on or who was so employed or engaged within six (6) months immediately preceding the Executive’s Termination Date) to terminate or refrain from continuing such employment or engagement or to become employed by or enter into contractual relations with any other individual or entity other than a public site member of the Company Group, and the Executive shall not hire, directly or indirectly, on the Internet Executive’s behalf or in a newspaperon behalf of any other person, magazine as an employee, consultant, or other publication of general circulation)otherwise, any such person.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of three years commencing on the Closing Date (the “Restricted Period”), Seller agrees shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person (other than Buyer) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange or automatic quotation system if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person; provided, however, that such ownership limitation shall not apply to Seller’s (or any of its shareholder’s) ownership of any Common Stock of Buyer. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any Person who is employed by Buyer or its Affiliates or any Person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted Period, neither Seller nor or encourage any of its Affiliates willsuch employee to leave such employment or hire any such employee who has left such employment, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of except pursuant to a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance general solicitation which is not directed specifically to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupemployees; provided, however, that nothing in this Section 5.18 6.07(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from hiring (i) owning, directly or indirectly, less than five percent (5%) of any class of securities issued employee whose employment has been terminated by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; Buyer or (ii) acquiring after 90 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 6.07 may give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages may not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the event of a breach or a threatened breach by Seller of any such obligations, Buyer may, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or on behalf other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of others: (i) solicit, divert any such covenant or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither and Seller nor shall not permit any of its his Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Business in the United States (the “Territory”); (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningmay own, directly or indirectly, less than solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities issued by a of such Person. (b) During the Restricted Period, Seller shall not, and Seller shall not permit any of his Affiliates to, directly or indirectly, engaged hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees, provided, that nothing in this Section 7.8(b) shall prevent Seller or any Competing Business which securities are publicly traded; of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) acquiring after one hundred eighty (180) days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor shall not, and Seller shall not permit any of its his Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Seller acknowledges that a breach or threatened breach of this Section 7.7 would give rise to irreparable harm to Buyer and the Company, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by a Seller of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Seller acknowledges that the restrictions contained in this Section 7.7 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 7.7 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 7.7 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of two (2) years commencing on the date of Closing (the “Restricted Period”), neither Seller nor any of its Affiliates will, either each Non-Competing Persons shall not directly or indirectlyindirectly anywhere, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing assist others in engaging in the Business; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Business in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and any Competing Business the names Person who is a customer or addresses or any other information concerning any past, present, or identified prospective client or customer supplier of the NOARK Group, or independent contractor, client or customer Company as of the NOARK Group; providedClosing Date or who, howeverto the knowledge of the Non-Competing Persons, becomes a customer or supplier after the Closing Date. For the avoidance of doubt, the foregoing covenant shall apply only in the Restricted Territory. Notwithstanding the foregoing, nothing in this Section 5.18 Agreement shall be deemed to prohibit Seller prevent or restrict any of its Affiliates from Non-Competing Persons from: (i) owning, directly or indirectly, less than solely as an investment, securities of any Person traded on any national securities exchange if such Non- Competing Persons is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities issued of such Person, (ii) engage in research, lecturing, or teaching at (x) an academic institution, (y) non- profit organization, or (z) any domestic or foreign government, (iii) own a passive equity interest in a private debt or equity investment fund in which Non-Competing Persons does not have the ability to control or exercise managerial influence over such fund or provide any consultations for such fund, or (iv) perform any services for Buyer or its Subsidiaries (including, after the Closing, the Company). (b) During the Restricted Period, each Non-Competing Persons shall not hire or directly or indirectly solicit any employee of the Company or encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.8(b) shall prevent such Non-Competing Persons from hiring (i) any employee whose employment has been terminated by the Company or Buyer, (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee, or (iii) any employee pursuant to general, public solicitations for employment, or using an employee recruiting or search firm to conduct a Personsearch, that does not specifically target employees or consultants of the Company or its Subsidiaries. (c) During the Restricted Period, each Non-Competing Persons shall not, directly or indirectly, engaged in solicit or entice, or attempt to solicit or entice, any Person who is known to such Non-Competing Business which securities are publicly traded; Persons to be a client or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% customer of the total net book value Company for purposes of such assets diverting their business or businessservices from the Company. (bd) Unless otherwise consented Each Non-Competing Persons acknowledges that a breach or threatened breach of this Section 5.8 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by any Non-Competing Persons of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Each Non-Competing Persons acknowledges that the restrictions contained in this Section 5.8 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 5.8 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any of its Affiliates after Closingjurisdiction, prior then any court is expressly empowered to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation).48

Non-Competition; Non-Solicitation. Except as otherwise set forth in a subscription agreement for Units or other joinder agreement hereto executed by the Company and a Minority Investor, each Minority Investor that is an employee, officer, director or consultant of the Company agrees as follows: (a) Unless otherwise consented to in writing by Buyer, Seller such Minority Investor agrees that during until the Restricted Period, neither Seller nor any eighteen month anniversary of the date of termination of such Minority Investor’s employment or other engagement with the Company and all of its Affiliates willsubsidiaries, either directly or indirectlywithout the prior written consent of the Company, on its own behalf or the Minority Investor will not, anywhere in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningworld, directly or indirectly, less either as principal, manager, agent, consultant, officer, stockholder, partner, investor, sponsor, lender or employee, or in any other capacity carry on, be engaged in or employed by or be a consultant to or have any financial interest in, any Person which is in competition with the Company (as described in Section 6.04(b)). During such period, the Minority Investor agrees that, without the prior written consent of the Company (and other than five percent (5%) on behalf of the Company), the Minority Investor shall not, on the Minority Investor’s behalf or on behalf of any class of securities issued by a Person, directly or indirectly, engaged (i) solicit or offer employment to, or employ, any Person who is an officer, management employee or other key employee or full-time consultant of the Company or any of its subsidiaries or induce or attempt to induce or encourage others to induce or attempt to induce any such Person to (A) terminate such Person’s employment with such employer (in any Competing Business which securities are publicly traded; the case of an employee) or (B) cease providing his or her services to such entity (in the case of a consultant), (ii) acquiring solicit or attempt to solicit, or assist or encourage any assets Person in soliciting or business in which attempting to solicit any customer or supplier (for the portion thereof constituting a Competing Business does not represent more than 25% purpose of causing such supplier to cease providing goods or services to the Company) of the total net book value Company or any of such assets its subsidiaries to or businessfor any Person which is in competition with the Company or (iii) whether in written or oral form, make any statement that libels, slanders or disparages the Company or any of its subsidiaries, with respect to any of the past or present activities of the Company or any of its subsidiaries; provided, however, that this shall not prevent the Minority Investor from making statements about the Company or any of its subsidiaries in connection with a suit or claim brought by the Minority Investor against the Company or any of its subsidiaries or the defense of a claim made by Company or any of its subsidiaries against the Minority Investor or as otherwise required by law in connection with any proceeding. (b) Unless otherwise consented For purposes of this Section 6.04, a Person shall be deemed to be in writing competition with the Company if such Person is involved in any business conducted by Buyer, Seller agrees that during the Restricted Period, neither Seller nor Company or any of its Affiliates will, either directly subsidiaries on the date the Minority Investor’s employment or indirectly, on its own behalf other engagement terminates or with respect to which the Company has taken any substantial steps to engage in during the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client period of the Business at Minority Investor’s employment or after Closingother engagement by the Company that such Minority Investor is aware of; provided, however, that nothing in this Section 6.04 shall be construed so as to preclude the Minority Investor from investing in any publicly or (B) privately held company provided that the Minority Investor’s beneficial ownership or rights to ownership of any Person that was a customer or client class of such company’s securities does not exceed 2% of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any outstanding securities of such Personclass. (c) Unless otherwise consented Such Minority Investor agrees that the covenants set forth in this Section 6.04 are reasonable covenants under the circumstances, and further agrees that if in the opinion of any court of competent jurisdiction such restraint is 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 such court shall deem necessary to cause the provisions hereof (as modified) to be valid and enforceable and to enforce the remainder of the covenants as so amended. Such Minority Investor agrees that any breach of any covenant contained in this Section 6.04 would irreparably injure the Company. Accordingly, such Minority Investor agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, shall be entitled to a decree or order of specific performance and an injunction against such Minority Investor from any court having jurisdiction over the matter, restraining any further violation of this Section 6.04 without proof of actual damages. (d) The obligations in this Section 6.04 are in addition to the provisions of any employment agreement, non-competition agreement, non-solicitation agreement or similar agreement between the Minority Investor and the Company or any Affiliate of the Company in effect (such obligations, collectively with the obligations set forth in this Section 6.04, the “Protective Agreements”). (e) If the Minority Investor breaches the noncompetition, nonsolicitation or confidentiality terms of the Protective Agreements, any repurchase, purchase or other payment or delivery made pursuant to this Agreement during the two year period prior to the breach of the Protective Agreements shall be rescinded. The Company shall notify the Minority Investor in writing by Buyer, Seller agrees that during of any such rescission within 60 days of the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment date it acquires actual knowledge of such Continuing Employee has been terminated by Buyerbreach. Within 20 days after receiving such a notice from the Company, the Minority Investor shall pay to the Company the amount of any gain realized or any payment received as a result of its Affiliates after Closingthe repurchase, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine purchase or other publication of general circulation)payment or delivery pursuant to this Agreement.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of five (5) years commencing on the Closing Date (the "Restricted Period"), neither Seller nor Sellers shall not, and shall not permit any of its or their Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit a Seller or any of its Affiliates from (i) owningmay own, directly or indirectly, less than five percent (solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (b) During the Restricted Period, Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, engaged hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.07(b) shall prevent Sellers or any Competing Business which securities are publicly traded; of its or their Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor Sellers shall not, and shall not permit any of its or their Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sellers acknowledge that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by Sellers of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of Seller competent jurisdiction (without any requirement to post bond). (e) Sellers acknowledge that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor three years after the Closing (“Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor any and shall cause each of its Affiliates willto not, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with any business relationship (whether formed prior to or after the date of this Agreement) between either Company and customers or suppliers of either Company. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group that controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) For two years after the Closing, Seller shall not, and shall cause each of its Affiliates to not, directly or indirectly, hire or solicit any employee of either Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation that is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, however, that nothing in this Section 5.18 5.02(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee, other than as a result of solicitation in violation of this Section 5.02. (c) During the Restricted Period, Seller shall not, and shall cause each of its Affiliates to not, directly or indirectly, less than five percent (5%) solicit or entice, or attempt to solicit or entice, in the Territory, any clients or customers of any class either Company or potential clients or customers of securities issued by either Company for purposes of diverting their business or services from the Company. Notwithstanding anything to the contrary, Seller is currently a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% customer of the total net book value of such assets or businessCompanies and nothing herein shall restrict the customer relationship that exists between Seller and the Companies. (bd) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 5.02 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Seller acknowledges that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 5.02 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither Seller nor the Shareholder shall not, and shall not permit any of its his Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningShareholder may own, directly or indirectly, less than solely as an investment, securities of any Person traded on any national securities exchange if the Shareholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities issued by a of such Person. 4817-8152-4729.10 31 (b) During the Restricted Period, the Shareholder shall not, and shall not permit any of his Affiliates to, directly or indirectly, engaged solicit any employee of the Company or encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.12(b) shall prevent the Shareholder or any Competing Business which securities are publicly traded; of his Affiliates from soliciting any employee whose employment has been terminated by the Company or 4Front or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor the Shareholder shall not, and shall not permit any of its his Affiliates willto, either directly or indirectly, on its own behalf solicit or in the service entice, or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicitsolicit or entice, divert any clients or hire away to customers of the Company or potential clients or customers of the Company for itself, an Affiliate purposes of Seller diverting their business or a Competing Business any Continuing Employee, except if services from the employment of such Continuing Employee has been terminated by Buyer, Company; provided that nothing in this Section 5.12(c) shall prevent Shareholder or any of its his Affiliates after Closingfrom engaging in general advertisement or solicitation that is not directed specifically to any such clients or customers. (d) The Shareholder acknowledges that a breach or threatened breach of this Section 5.12 would give rise to irreparable harm to 4Front, prior for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Shareholder of any such obligations, 4Front shall, in addition to commencement any and all other rights and remedies that may be available to it in respect of employment discussions between such Continuing Employee breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and Seller or any other relief that may be available from a court of its Affiliates, provided competent jurisdiction (without any requirement to post bond). (e) The Shareholder acknowledges that the foregoing restrictions contained in this Section 5.12 are reasonable and necessary to protect the legitimate interests of 4Front and constitute a material inducement to 4Front to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.12 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 expressly 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. The covenants contained in this Section 5.12 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of twenty four (24) months immediately following the Closing Date (the “Restricted Period”), neither each Seller nor shall not, and shall not permit any of its such Seller’s respective Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningto, directly or indirectly, less than (i) engage in or assist others in engaging in the Restricted Business in the Territory, (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between any Acquired Company and customers or service providers of such Acquired Company. Notwithstanding the foregoing, (i) each Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities issued by a Personof such Person and (ii) the obligations of this Section 5.09(a) shall not apply to any third party investment advisors trading for or making investments on behalf of any Seller or any of such Seller’s respective Affiliates (b) During the Restricted Period, each Seller shall not, and shall not permit any of such Seller’s respective Affiliates to, directly or indirectly, engaged solicit or hire any employee of the Acquired Companies or encourage any such employee to leave such employment or hire any such employee who has left such employment; provided, that nothing in this Section 5.09(b) shall prevent Sellers or any Competing Business of their respective Affiliates from (i) soliciting any employee pursuant to a general solicitation which securities are publicly traded; is not directed specifically to any such employee or (ii) acquiring soliciting or hiring any assets or business in which person who has left the portion thereof constituting a Competing Business does not represent more than 25% employment of the total net book value of Acquired Companies at least one hundred and eighty (180) days prior to such assets solicitation or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personbeing hired. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither each Seller nor shall not, and shall not permit any of its such Seller’s respective Affiliates willto, either directly or indirectly, on its own behalf solicit or in the service entice, or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicitsolicit or entice, divert any clients or hire away customers of the Acquired Companies or potential clients or customers of the Acquired Companies for purposes of diverting their business or services from the Acquired Companies. (d) Each Seller acknowledges that the restrictions contained in this Section 5.09 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.09 should ever be adjudicated to exceed the time, geographic, product or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.09 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of 36 months commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningmay own, directly or indirectly, less than five percent (5%) solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 3% or more of any class of securities issued by a of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, engaged hire or solicit any employee of the Company or Buyer or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent Seller or any Competing Business which securities are publicly traded; of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf solicit or in entice, or attempt to solicit or entice, any clients or customers of the service Company or on behalf Buyer or potential clients or customers of others: (i) solicit, divert the Company or hire away to Buyer for purposes of diverting their business or services from the Company or for itselfpurposes of providing any services relating to the Restricted Business to such customers or potential customers or otherwise interfering with the Company or Buyer’s relationship with such customers or potential customers. (d) Seller acknowledges that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, an Affiliate of Seller geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. While you are employed hereunder and for a period of one (a1) Unless otherwise consented to in writing by Buyeryear following the termination of your employment hereunder for any reason or for no reason, Seller agrees that during you will not, without the Restricted Period, neither Seller nor any prior written consent of its Affiliates will, either directly or indirectly, on its own behalf or in the service Company: (i) For yourself or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, person or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningentity, directly or indirectly, less than five either as principal, partner, stockholder, officer, director, member employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in, any Competitive Company (each, a “Restricted Activity”), except that (A) nothing contained herein will preclude you from purchasing or owning securities of any such business if such securities are publicly traded, and provided that your holdings do not exceed one percent (51%) of the issued and outstanding securities of any class of securities issued by of such business and (B) nothing contained herein will prohibit you from engaging in a PersonRestricted Activity for or with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Competitive Company if that Unit is not engaged in any business which is competitive with the business of the Company Group, irrespective of whether some other Unit of such Competitive Company engages in such competitive business (as long as you do not engage in a Restricted Activity for such other Unit); (ii) Either individually or on behalf of or through any third party, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate appropriate, for the benefit of any Competitive Company, any customers or patrons of the Company Group, or any prospective customers or patrons with respect to which the Company Group has developed or for made a Competing Business any such Person.sales presentation (or similar offering of services); (ciii) Unless otherwise consented to in writing by BuyerEither individually or on behalf of or through any third party, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf (A) solicit, entice or in persuade or attempt to solicit, entice or persuade any employees of or consultant to the Company Group to leave the service of the Company Group for any reason or (B) employ, cause to be employed, or solicit the employment of, any employee of or consultant to the Company Group while any such person is providing services to the Company Group; or (iv) Either individually or on behalf of others: (i) solicitor through any third party, divert directly or hire away to indirectly, interfere with, or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicitinterfere with, divert the relations between the Company Group and any vendor or hire away supplier to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)Company Group.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of five years commencing on the day immediately following the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate to cause, induce or encourage any Competing Business the names material actual or addresses prospective client, customer, supplier or licensor of either Company, or any other information concerning Person who has a material business relationship with either Company, in each case as at the Effective Time, to terminate or modify any pastsuch actual or prospective relationship. Notwithstanding the foregoing, presentSeller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or identified prospective client a member of a group which controls, such Person and does not, directly or customer indirectly, own 5% or more of any class of securities of such Person. (b) For the NOARK GroupRestricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or independent contractorindirectly, client hire or customer solicit any employee of the NOARK Groupeither Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 5.18 5.07(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by either Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, less than five percent (5%) solicit or entice, or attempt to solicit or entice, any clients or customers of any class either Company or potential clients or customers of securities issued by a Person, directly either Company for purposes of diverting their business or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of services from such assets or businessCompany. (bd) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 5.07 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any of its Affiliates after Closingjurisdiction, prior then any court is expressly empowered to commencement of employment discussions between reform such Continuing Employee covenant, and Seller such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or any of its Affiliatesservice, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation).limitations permitted by applicable Law. The covenants contained in this

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerUntil the four (4) year anniversary of the date of this Agreement, Seller each Owner agrees that during the Restricted Periodsuch Owner shall not, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: : (i) act as an agentengage in, representativeinvest in, consultantown, managermanage, operate, finance, control, advise, render services to, guarantee the obligations of, be employed by, be associated with, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business manner be connected with any Person engaged in any business that the Target conducts as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of Closing Date in any geographic area in which the NOARK GroupTarget conducts such business; provided, however, nothing in this that any Owner may acquire or otherwise own less than 5% of the outstanding capital stock of a Person that is listed on any national securities exchange or which is registered under Section 5.18 shall be deemed 12(g) of the Exchange Act; (A) cause, induce, or attempt to prohibit Seller cause or induce any employee, agent, or independent contractor of the Parent or any of its Affiliates from (iincluding the Target) owning, directly or indirectly, less than five percent to terminate such relationship; (5%B) of any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly tradedway interfere with the relationship between the Parent or any of its Affiliates (including the Target) and any of their respective employees, agents, or independent contractors; or (iiC) acquiring hire, retain, employ, or otherwise engage or attempt to hire, retain, employ, or otherwise engage as an employee, independent contractor, or otherwise, any assets employee, agent, or independent contractor of any the Parent or any of its Affiliates (including the Target). (A) solicit, induce, or otherwise cause, or attempt to solicit, induce, or otherwise cause, any customer, supplier, licensor, licensee, or any prospective customer, supplier, licensor, or licensee that has been contacted or targeted for contact by the Target on or before the Closing Date, or any other person engaged in a business relationship with the Parent or any of its Affiliates (including the Target), to (1) terminate, curtail, or otherwise modify its relationship with the Parent or any of its Affiliates (including the Target) or (2) engage in which business with a competitor of any the portion thereof constituting Parent or any of its Affiliates (including the Target), or (B) interfere in any way with the relationship between the Parent or any of its Affiliates (including the Target), and any of their respective customers, suppliers, licensors, licensees, or any such prospective customers, suppliers, licensors, or licensees, or any other Person engaged in a Competing Business does not represent more than 25% business relationship with the Parent or any of its Affiliates (including the total net book value of such assets or businessTarget). (b) Unless otherwise consented to in writing by BuyerIf, Seller agrees before the four (4) year anniversary of the date of this Agreement, an Owner enters into an employment, consulting engagement, independent contractor engagement, partnership, or other business association with any Person, that during Owner shall advise the Restricted Period, neither Seller nor any Parent of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf identity and address of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any such Person. The Parent may notify each such Person that such Owner is bound by this Section 6.1 and may furnish each such Person with a customer or client copy of the Business at or after Closing, or (B) any Person that was a customer or client applicable provisions of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personthis Agreement. (c) Unless otherwise consented to in writing by Buyer, Seller Each Owner agrees that during this Section 6.1, including the Restricted Periodprovisions relating to duration, neither Seller nor any of its Affiliates willgeographical area, either directly or indirectlyand scope, on its own behalf or in is reasonable and necessary to protect and preserve the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee Parent’s and Seller or any of its Affiliates’ (including the Target’s) legitimate business interests and the value of the Target, provided and to prevent an unfair advantage from being conferred on any Owner. (d) Parent and each Owner agree that no more than $10,000 of the foregoing Purchase Price shall not prohibit bona fide public non-targeted solicitations be allocated as consideration in exchange for employees by Seller (whether posted on a public site on compliance with the Internet or in a newspaper, magazine or other publication provisions of general circulation)this Section 6.1.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee, lender or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, however, that nothing in this Section 5.18 5.12(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by the Company or Buyer; (ii) after one hundred eighty (180) days from the date of termination of employment, directly or indirectly, less than five percent (5%) of any class of securities issued employee whose employment has been terminated by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly tradedthe employee; or (iiiii) acquiring any assets or business in which the portion thereof constituting employee, other than a Competing Business does not represent more than 25% management employee, as a result of the total net book value use of a general solicitation (such assets as a newspaper or business. (binternet advertisement) Unless otherwise consented not specifically directed to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 5.12(c) would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.12(d) are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.12(d) should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.12(d) and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, however, that nothing in this Section 5.18 5.07(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by the Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, less than five percent (5%) of solicit or entice, or attempt to solicit or entice, any class of securities issued by a Person, directly clients or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% customers of the total net book value Company or potential clients or customers of such assets the Company for purposes of diverting their business or businessservices from the Company. (bd) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 5.07 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of five years commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, however, that nothing in this Section 5.18 5.07(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by the Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, less than five percent (5%) of solicit or entice, or attempt to solicit or entice, any class of securities issued by a Person, directly clients or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% customers of the total net book value Company or potential clients or customers of such assets the Company for purposes of diverting their business or businessservices from the Company. (bd) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 5.07 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and, accordingly, agrees as follows: (ai) Unless otherwise consented During the Employment Term and, for a period of twenty-four (24) months following the date Executive ceases to in writing by Buyer, Seller agrees that during be employed hereunder for any reason (the “Restricted Period”), neither Seller nor any of its Affiliates will, either Executive will not directly or indirectly, on its own behalf or in the service or on behalf of others, : (A) engage in any Competing business that competes with the business of the Company or its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the future, as to which the Company or its affiliates have taken steps towards commencing and as to which Executive has participated in such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business, including: ”); (iB) act as an agent, representative, consultant, managerenter the employ of, or operator of a Competing Businessrender any services to, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; Person (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning division or controlled or controlling affiliate of any past, presentPerson) who or which engages in a Competitive Business; (C) acquire a financial interest in, or identified prospective client or customer of the NOARK Groupotherwise become actively involved with, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningCompetitive Business, directly or indirectly, less than five percent as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, or suppliers of the Company or its affiliates. (ii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (x) is not a controlling person of, or a member of a group which controls, such person and (y) does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (iii) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, engaged in : (A) solicit or encourage any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% employee of the total net book value Company or its affiliates to leave the employment of the Company or its affiliates; or (B) hire any such assets employee who was employed by the Company or businessits affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of Executive’s employment with the Company. (biv) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor any of its Affiliates willExecutive will not, either directly or indirectly, on solicit or encourage to cease to work with the Company or its own behalf affiliates any consultant then under contract with the Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 7 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the service time or on behalf territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of others: (i) solicitthis 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, divert or appropriate 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 or for a Competing Business (A) make it enforceable, such finding shall not affect the enforceability of any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personother restrictions contained herein. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation).

Non-Competition; Non-Solicitation. The Executive acknowledges that the services to be rendered by her to the Company (which, as used in this Section 9, shall be deemed to include the Company and each of its Subsidiaries) are of a special and unique character. In consideration of her employment hereunder, the Executive agrees, for the benefit of the Company, that she will not (other than in connection with performing her duties for the Company or its affiliates): (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted PeriodTerm and, neither Seller nor if the Executive's employment hereunder is terminated (x) by the Company for any of its Affiliates willreason other than a termination Without Cause or (y) by the Executive other than for Good Reason, either for 12 months thereafter: (i) engage, directly or indirectly, on its own behalf or in the service or on behalf of otherswhether as principal, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manageremployee, partner, stockholder, limited partner or operator other investor (other than an investment of a Competing Businessnot more than (x) 5% of the stock or equity of any corporation the capital stock of which is publicly traded or (y) 5% of the ownership interest of any limited partnership or other entity) or otherwise, including provide managerialwithin the United States of America, supervisory, administrative, financial in any business that competes directly or consulting services materially with the business conducted by the Company as of the Date of Termination or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor solicit or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, presententice, or identified prospective client attempt to solicit or customer of entice, away from the NOARK GroupCompany, either for her own account or for any individual, firm or corporation, any person known by her to have been, at any time during the 12 months prior to such solicitation, enticement or attempt, a borrower from, a lender to, or independent contractora direct and material participant in a substantial financial transaction with, client the Company, or customer of to have been actively solicited by the NOARK GroupCompany to become a borrower from, a lender to, or a direct and material participant in a substantial financial transaction with, the Company; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from or (b) during the Term and for 12 months thereafter: (i) owningsolicit or entice, or attempt to solicit or entice, away from the Company any individual who is known by the Executive to then be an officer or employee of the Company either for her own account or for any individual, firm or corporation, whether or not such individual would commit a breach of a contract of employment by reason of leaving the service of the Company or (ii) employ, directly or indirectly, less than five percent (5%) of any class of securities issued person who has been, during the 12 months prior to employment by a Personthe Executive, directly an officer, employee or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% sales representative of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such PersonCompany. (c) Unless otherwise consented The Executive understands that the provisions of this Section 9 may limit her ability to earn a livelihood in writing by Buyera business similar to the business of the Company but nevertheless agrees and hereby acknowledges that (A) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, Seller (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, (D) such provisions are not unduly burdensome to the Executive, and (E) the consideration provided hereunder is sufficient to compensate the Executive for the restrictions contained in such provisions. In consideration thereof and in light of the Executive's education, skills and abilities, the Executive agrees that during the Restricted PeriodExecutive will not assert in any forum that such provisions prevent the Executive from earning a living or otherwise are void or unenforceable or should be held void or unenforceable. (d) Notwithstanding anything herein to the contrary, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing Executive shall not prohibit bona fide public be restricted from engaging in a non-targeted solicitations competing business pursuant to Section 9(a) even if another division, subsidiary or affiliate of that enterprise does compete with the Company, so long as she does not perform any services for employees by Seller (whether posted on a public site on the Internet such division, subsidiary or in a newspaper, magazine or other publication of general circulation)affiliate.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither each Seller nor shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK Group, or independent contractor, client or customer of the NOARK GroupCompany; provided, however, that a Seller may own, directly or indirectly, solely as a passive investment, securities of any Person traded on any national securities exchange if such Seller (x) is not a controlling Person of, or a member of a group which controls, such Person, (y) does not, directly or indirectly, own two percent (2%) or more of any class of securities of such Person, and (z) does not actively engage in the business of such Person or provide any information to such Person in violation of Section 5.02. (b) During the Restricted Period, each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.18 5.03(b) shall be deemed to prohibit prevent a Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by the Company or Buyer or (ii) after one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee (c) During the Restricted Period, each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, less than five percent (5%) of solicit or entice, or attempt to solicit or entice, any class of securities issued by a Person, directly clients or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% customers of the total net book value Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company, or to encourage any such assets Person to cease or businessreduce their business with the Company. (bd) Unless otherwise consented Each Seller acknowledges that a breach or threatened breach of this Section 5.03 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by such Seller of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Seller acknowledges that the restrictions contained in this Section 5.03 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing this Section 5.03 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 expressly 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. The covenants contained in this Section 5.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) Nothing in this Section 5.03 shall impair any broader or more extensive covenant under any employment, independent contractor, sales representative, consulting or confidentiality, non-competition, or other similar agreement between any Seller, on the one hand, and Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by BuyerCompany, or any other Affiliate of its Affiliates after ClosingBuyer, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaperother hand, magazine or other publication including without limitation the Non-Competition and Non-Solicitation Agreements. For purposes of general circulation)this Section 5.03, all references to Buyer shall be deemed to include any and all Affiliates of Buyer.

Non-Competition; Non-Solicitation. 4.1 Subject to Clause 4.2, each of the Sellers severally agrees that, for a period of four (4) years following the Closing Date (the “Restrictive Period”), such Seller shall not, and shall not cause, authorise or permit its Affiliates or Subsidiaries, to: (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf own, manage, operate, control or participate in the service ownership, management, operation or on behalf of otherscontrol of, engage or provide any financing to, any Person (other than the Buyer, the Company or their Subsidiaries or Affiliates) that engages in any Competing Businessactivity, including: (i) act as an agentoperation or business that competes with the then current business of the Company in the Relevant Territory, representativeexcept that each such Seller may hold less than 3% of the share capital of any such publicly traded Person, consultant, manager, or operator of and further provided that the Sellers may be employed by a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer Business that is not also a competitor of the NOARK Group; providedCompany following termination of their Employment Agreement, however, nothing but solely in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owning, directly or indirectly, less than five percent (5%) of any class of securities issued by a Person, directly or indirectly, engaged the capacity as an employee and not in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business.consultancy capacity; (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor take any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person action that is a customer designed or client intended to have the effect of the Business at or after Closingdiscouraging any lessor, licensor, customer, employee, or (B) supplier from having a business relationship or potential business relationship with the Company or from maintaining business relationships or entering into a new business relationship with the Company or that may have a Material Adverse Effect on any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person.existing business relationship; (c) Unless otherwise consented to in writing by Buyerinterfere with, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicitinterfere with, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by any officers, employees, representatives or agents of the Buyer, the Buyer’s Subsidiaries or any Person which the Buyer is a subsidiary of, the Company or any of its Affiliates after Closingtheir Subsidiaries or Affiliates, prior holding a senior management, administrative sales or operational function, or solicit, hire or attempt to commencement induce any of employment discussions between such Continuing Employee and Seller them to leave the employ of the Buyer, the Buyer’s Subsidiaries or any Person which the Buyer is a subsidiary of, the Company or any such Subsidiary or Affiliate, other than by way of its Affiliates, provided a bona fide recruitment advertising campaign directed at the market in general and not specifically targeting any such employees. 4.2 To the extent that a court of competent jurisdiction orders that the foregoing Restrictive Period defined in Clause 4.1 above is neither enforceable nor binding on the Sellers, the parties agree that the Restrictive Period should be reduced to a period of three (3) years following the Closing Date. 4.3 Each of the Sellers acknowledges and agrees that the covenants set forth in this Clause 4 are necessary to protect the goodwill of the Company that is being purchased by the Buyer. Each of the Sellers further acknowledges and agrees that the Buyer’s willingness to enter into this Agreement is conditional and dependent upon such Sellers’ promise to be bound by this Clause 4. The parties hereto acknowledge and agree that any breach of the restrictive covenants contained in this Clause 4 would cause irreparable injury and that the remedy at law for any such breach would be inadequate, and the parties agree and consent that, in addition to any other available remedy, temporary and permanent injunctive relief may be granted in any action or proceeding which may be brought by any party to enforce such restrictive covenants. 4.4 Each of the Sellers acknowledges and agrees that all of the restrictions, covenants and agreements in Clause 4 hereof are appropriate, reasonable and valid (including with respect to geographic scope and duration) and fully necessary for the protection of the legitimate interests of the Buyer or the Buyer’s Subsidiaries or any Person which the Buyer is a subsidiary of. If any provision contained in this Clause 4 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not prohibit bona fide public non-targeted solicitations affect any other provisions of this Clause 4 but this Clause 4 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for employees a length of time which is not permitted by Seller (whether posted on a public site on the Internet Applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under Applicable Law, a newspapercourt of competent jurisdiction shall construe and interpret or reform this Clause 4 to provide for a covenant having the maximum enforceable geographic area, magazine or time period and other publication of general circulation)provisions (not greater than those contained herein) as shall be valid and enforceable under such Applicable Law.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of five years commencing on the Closing Date (the “Restricted Period”), neither each Seller nor shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee, or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between an Acquired Company and customers or addresses or any other information concerning any pastsuppliers of an Acquired Company. Notwithstanding the foregoing, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit a Seller or any of its Affiliates from (i) owningmay own, directly or indirectly, less than five percent (solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (b) During the Restricted Period, each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, engaged hire or solicit any employee of an Acquired Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.04(b) shall prevent a Seller, or any Competing Business which securities are publicly traded; of its respective Affiliates from hiring (i) any employee whose employment has been terminated by an Acquired Company or Buyer, or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither each Seller nor shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of an Acquired Company or potential clients or customers of an Acquired Company for purposes of diverting their business or services from an Acquired Company. (d) Each Seller acknowledges that a breach or threatened breach of this Section 5.04 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by a Seller of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each Seller or acknowledges that the restrictions contained in this Section 5.04 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a Competing Business material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any Continuing Employee; or (ii) attempt covenant contained in this Section 5.04 should ever be adjudicated to solicitexceed the time, divert or hire away to or for itselfgeographic, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerproduct, or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product, or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented Except with respect to authorized activities of the Insider Shareholders in writing by Buyertheir capacities as employees, Seller agrees officers, or agents of the Company, the Buyer or the Parent, for a period commencing on the First Closing and expiring on the fifth (5th) anniversary of the Second Closing Date (the “Restricted Period”), each Insider Shareholder and each other Shareholder identified on Exhibit 11 (collectively the “Restricted Shareholders”) shall not, and shall not permit any of his or her Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a director, partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, a Restricted Shareholder may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Restricted Shareholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) Except with respect to the authorized activities of the Shareholders in their capacities as employees, officers, or agents of the Company, the Buyer or the Parent, during the Restricted Period, neither Seller nor each Shareholder shall not, and shall not permit any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningto, directly or indirectly, less than five percent hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.04(b) (5%Non-competition; Non-solicitation) shall prevent each Shareholder or any of his or her Affiliates from hiring (i) any class employee whose employment has been terminated by the Company or Buyer or (ii) after one (1) year from the date of securities issued termination of employment, any employee whose employment has been terminated by a Personthe employee. (c) During the Restricted Period, each Shareholder shall not, and shall not permit any of his or her Affiliates to, directly or indirectly, engaged in solicit or entice, or attempt to solicit or entice, any Competing Business which securities are publicly traded; clients or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% customers of the total net book value Company or potential clients or customers of such assets the Company for purposes of diverting their business or businessservices from the Company. (bd) Unless otherwise consented Each Shareholder acknowledges that a breach or threatened breach of this Section 5.04 (Non-competition; Non-solicitation) would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by any Shareholder of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Each Shareholder acknowledges that the restrictions contained in this Section 5.04 (Non-competition; Non-solicitation) are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer and Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 5.04 (Non-competition; Non-solicitation) should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.04 (Non-competition; Non-solicitation) and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of one (1) year commencing on the Closing Date (the “Restricted Period”), neither Seller nor Sellers shall not, and shall not permit any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningto, directly or indirectly, less than five percent (i) engage in or assist others in engaging in the Restricted Business in the Territory, (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, stockholder, member, employee, principal, agent, trustee or consultant, or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, a Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (b) During the Restricted Period, Sellers shall not, and shall not permit any of their Affiliates to, directly or indirectly, engaged hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.03(b) shall prevent Sellers or any Competing Business which securities are publicly traded; of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer, or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor Sellers shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Sellers acknowledge that a breach or threatened breach of this Section 6.03 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by Sellers of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of Seller competent jurisdiction (without any requirement to post bond). (e) Sellers acknowledge that the restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of one (1) year commencing on the Closing Date (the "Restricted Period"), neither Seller nor Xxxxxxx shall not, and shall not permit any of its his Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningXxxxxxx may own, directly or indirectly, less than solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities issued by a of such Person. (b) During the Restricted Period, Xxxxxxx shall not, and shall not permit any of his Affiliates to, directly or indirectly, engaged hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.06(b) shall prevent Xxxxxxx or any Competing Business which securities are publicly traded; of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) acquiring after one hundred eighty (180) days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor Xxxxxxx shall not, and shall not permit any of its his Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Xxxxxxx acknowledges that a breach or threatened breach of this Section 6.06 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by Xxxxxxx of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of Seller competent jurisdiction (without any requirement to post bond). (e) Xxxxxxx acknowledges that the restrictions contained in this Section 6.06 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.06 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (f) For the avoidance of doubt, neither Xxxxxxxxx nor Pierre, nor any of its their respect Affiliates after Closing(with the exception of the Company and Xxxxxxx), prior shall be subject to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)restrictions under this Section 6.06.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor each of the Sellers shall not, and shall not permit any of its their respective Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere with the business relationships (whether formed prior to or after the date of this Agreement) between any Competing Business Company and customers or suppliers of such Company. Notwithstanding the names or addresses or any other information concerning any pastforegoing, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit a Seller or any of its Affiliates from (i) owningmay own, directly or indirectly, less than five percent (5%) solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 2% or more of any class of securities issued by a of such Person. (b) During the Non-solicitation Period, each of the Sellers shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, engaged in hire or solicit any Competing Business which securities are publicly traded; employee of any Company or encourage any such employee to leave such employment or hire any such employee who has left such employment (ii) acquiring except for any assets employee who was previously terminated by any Company or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Periodto whom this Section 6.03(b) shall not apply), neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate except pursuant to or for a Competing Business (A) any Person that general solicitation which is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt not directed specifically to solicit, divert or appropriate to or for a Competing Business any such Personemployees. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor each of the Sellers shall not, and shall not permit any of its their respective Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of any Company or potential clients or customers of any Company for purposes of diverting their business or services or prospective business from any Company. (d) Each of the Sellers acknowledges that a breach or threatened breach of this Section 6.03 would give rise to irreparable harm to the Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by any Seller of others: (i) solicitany such obligations, divert or hire away the Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of Seller competent jurisdiction (without any requirement to post bond). (e) Each of the Sellers acknowledges that the restrictions contained in this Section 6.03 are reasonable and necessary to protect the legitimate interests of the Buyer and constitute a material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.03 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.03 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of five (5) years commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee, lender or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, however, that nothing in this Section 5.18 5.12(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by the Company or Buyer; (ii) after 180 days from the date of termination of employment, directly or indirectly, less than five percent (5%) of any class of securities issued employee whose employment has been terminated by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly tradedthe employee; or (iiiii) acquiring any assets or business in which the portion thereof constituting employee, other than a Competing Business does not represent more than 25% management employee, as a result of the total net book value use of a general solicitation (such assets as a newspaper or business. (binternet advertisement) Unless otherwise consented not specifically directed to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 5.12(c) would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Seller acknowledges that the restrictions contained in this Section 5.12(d) are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.12(d) should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.12(d) and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), neither Seller nor the Stockholders shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator assist others in engaging in the Business in the United States of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing BusinessAmerica (the “Territory”); (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Parent or addresses the Company and customers or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK Group, Parent or independent contractor, client or customer of the NOARK GroupCompany; provided, however, that nothing in this Section 5.18 5.14(a) shall be deemed to prohibit Seller the Stockholders from performing services for Parent or any the Company post-Closing or from owning shares of its Affiliates from (i) owningParent Stock or other securities of Parent. Notwithstanding the foregoing, each Stockholder may own, directly or indirectly, less than five solely as an investment, securities of any Person traded on any national securities exchange if Stockholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own two percent (52%) or more of any class of securities issued by a of such Person. (b) During the Restricted Period, the Stockholders shall not, and shall not permit any of their Affiliates to, directly or indirectly, engaged hire or solicit any employee of the Company or Parent or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.14(b) shall prevent the Stockholders or any Competing Business which securities are publicly traded; of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Parent or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor the Stockholders shall not, and shall not permit any of its their Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of Parent or the Company or potential clients or customers of Parent or the Company for purposes of diverting their business or services from Parent or the Company. (d) During the Restricted Period, the Stockholders shall not, and shall not permit any of their Affiliates to, directly or indirectly, make any disparaging statement or other negative statement, either written or oral, regarding Parent or the Company, their respective Affiliates, officers, mangers, directors, businesses, or the products or services thereof. (e) Each Stockholder acknowledges that a breach or threatened breach of this Section 5.14 would give rise to irreparable harm to Parent, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by such Stockholder of others: any such obligations, Parent shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (f) Each Stockholder acknowledges that the restrictions contained in this Section 5.14 are reasonable and necessary to protect the legitimate interests of Parent and constitute a material inducement to Parent to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in this Section 5.14 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 expressly 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. The covenants contained in this Section 5.14 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (g) Stockholders’ Representative may terminate the covenants in Section 5.14. (h) (a), (b), or (c) at any time during the Restricted Period if (i) solicitany portion of the Subsequent Payment is not paid and delivered when due, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt any portion of the Earn-Out Payment is not paid when due (except and only to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of extent that Parent is contesting the same in good faith in accordance with Section 1.4(e)(vi)) and such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees payment is not cured within twenty (20) calendar days after written notice is given by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)Stockholder’s Representative to Parent.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither no Seller nor or Owner shall, and none of them shall permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate to cause, induce or encourage any Competing material actual or prospective client, customer, supplier or licensor of the Business the names (including any existing or addresses former client or customer of a Seller and any other information concerning any past, present, or identified prospective Person that becomes a client or customer of the NOARK GroupBusiness after the Closing), or independent contractorany other Person who has a material business relationship with the Business, client to terminate or customer of modify any such actual or prospective relationship. Notwithstanding the NOARK Group; providedforegoing, however, nothing in this Section 5.18 shall be deemed to prohibit a Seller or any of its Affiliates from (i) owningOwner may own, directly or indirectly, less than five percent (5%) solely as an investment, securities of any Person traded on any national securities exchange if such Seller or Owner is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 3% or more of any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or Person. Notwithstanding the foregoing, it shall not be a violation of this Section 7.07(a) for Sellers and Owners and their Affiliates to arrange for third-party transportation on behalf of customers of Sellers’ retained terminal business. (b) Unless otherwise consented During the Restricted Period, no Seller or Owner shall, nor shall any Seller or Owner permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 7.05, or is or was employed in writing by Buyer, Seller agrees that the Business during the Restricted Period, neither or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 7.07(b) shall prevent any Seller nor or Owner, or any of its their respective Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) from hiring any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee whose employment has been terminated by Buyer. (c) Unless otherwise consented Each Seller and Owner acknowledges that a breach or threatened breach of this Section 7.07 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the event of a breach or a threatened breach by such Seller or Owner of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Each Seller and Owner acknowledges that the restrictions contained in this Section 7.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 7.07 should ever be adjudicated to exceed the time, geographic, product or service or on behalf other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 7.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of others: (i) solicit, divert any such covenant or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented Seller acknowledges the competitive nature of the Business and accordingly agrees, in connection with the sale of the Purchased Assets, including the goodwill of the Business, which Buyer considers to be a valuable asset, and in writing by Buyerexchange for good and valuable consideration, that for a period of eighteen (18) months commencing on the Closing Date (the “Restricted Period”), Seller agrees shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in the flavored nut butter business (the “Restricted Business”) in the United States (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, director, member, manager, employee, principal, agent, trustee, or consultant; or (iii) cause, induce, or encourage any material actual or prospective client, customer, supplier, or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own one percent (1%) or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is or was employed in the Business during the Restricted Period, neither Seller nor or encourage any of its Affiliates willsuch employee to leave such employment or hire any such employee who has left such employment, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of except pursuant to a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance general solicitation which is not directed specifically to any Competing Businesssuch employees; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, provided that nothing in this Section 5.18 5.02(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from (i) owning, directly or indirectly, less than five percent (5%) of hiring any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing employee whose employment has been terminated by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person. (c) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 5.04 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicitany such obligations, divert or hire away Buyer shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or other security or to prove actual damages or that monetary damages will not afford an adequate remedy). (d) Seller acknowledges that the restrictions contained in this Section 5.04 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.04 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller jurisdiction or any Governmental Order, then any court is expressly empowered to reform such covenant in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section 5.04 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates, provided that the foregoing any such covenant or provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of two (2) years commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, however, that nothing in this Section 5.18 5.07(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by the Company or Buyer or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, less than five percent (5%) of solicit or entice, or attempt to solicit or entice, any class of securities issued by a Person, directly clients or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% customers of the total net book value Company or potential clients or customers of such assets the Company for purposes of diverting their business or businessservices from the Company. (bd) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 5.07 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of sixty (60) months commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own [5%] or more of any class of securities of such Person. (b) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, however, that nothing in this Section 5.18 5.07(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by the Company or Buyer or (ii) after [180] days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, less than five percent (5%) of solicit or entice, or attempt to solicit or entice, any class of securities issued by a Person, directly clients or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% customers of the total net book value Company or potential clients or customers of such assets the Company for purposes of diverting their business or businessservices from the Company. (bd) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 5.07 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to For a period of four (4) years following the Closing (and in writing by Buyerthe case of Section 7.6(a)(v) indefinitely), Seller or during the Members’ term of employment with the Company, whichever is greater, each Member agrees that during the Restricted Periodhe or she shall not, neither Seller nor any of its Affiliates will, either directly or indirectlyindirectly through any Person or any Affiliate thereof, on its own behalf entity or in the service or on behalf of others, engage in any Competing Business, including: contractual arrangement: (i) act as an agent, representative, consultant, manager, engage in the Business or operator any segment thereof anywhere in the United States of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; America (the “Restricted Territory”); (ii) acquire, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, consult with or perform services for, lend money or capital to, invest capital in, or be connected in any Competing manner with, including, without limitation, as a partner or through stock or equity ownership in, any business or Person that engages in the Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or any segment thereof anywhere in the Restricted Territory; (iii) communicate solicit, offer employment to or hire any Competing Business individual that is an employee or consultant of the names Company or addresses otherwise induce or attempt to induce (whether for their own account or for the account of any other information concerning Person) any past, present, individual that is an employee or identified prospective client or customer consultant of the NOARK Group, or independent contractor, client or customer Company to leave the employ of the NOARK GroupCompany; provided, however, that nothing in this Section 5.18 7.6(a)(ii) shall be deemed prohibit any such party from: (i) using general solicitations (including through search firms) not targeted at employees of the Company, or employing any person who responds to prohibit Seller such solicitation; (ii) hiring, employing or discussing employment with any person who contacts such party independently without any solicitations by such party or (iii) soliciting any person who has left the employment of the Company at least twelve (12) months prior to such party soliciting such person; (iv) induce or attempt to induce any customer, supplier, licensee 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 or business relation and the Company; or (v) disparage Buyer or any of its Affiliates from (iincluding, after the Closing, the Company) owning, directly or indirectly, less than five percent (5%) of any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets way that could adversely affect the goodwill, reputation or business in which relationships of Buyer or any of its Affiliates with the portion thereof constituting a Competing Business does not represent more than 25% public generally, or with any of the total net book value of such assets their customers, suppliers or businessemployees. (b) Unless otherwise consented to in writing by BuyerEach Member acknowledges that if it breaches any obligation under this Section 7.6, Seller Buyer will suffer immediate and irreparable harm and damage for which money alone cannot fully compensate, and each Member therefore agrees that during upon such breach or threatened breach, Buyer shall be entitled to seek a temporary restraining order, preliminary injunction, permanent injunction or other injunctive relief, without posting any bond or other security, barring the Restricted Periodother party from violating any such provision. This Section 7.6(b) shall not be construed as an election of any remedy, neither Seller nor or as a waiver of any of its Affiliates willright available to Buyer under this Agreement or the Law, either directly or indirectly, on its own behalf or in including the service or on behalf of others: (i) solicit, divert or appropriate right to or seek damages for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personbreach. (c) Unless otherwise consented If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 7.6 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on any Member’s conduct that are reasonable in writing light of the circumstances and as are necessary to assure to Buyer the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 7.6 because taken together they are more extensive than necessary to assure to Buyer the intended benefits of this Agreement, it is expressly understood and agreed by Buyerthe parties that the provisions hereof that, Seller agrees that during if eliminated, would permit the Restricted Periodremaining separate provisions to be enforced in such proceeding, neither Seller nor any of its Affiliates willshall be deemed eliminated, either directly or indirectly, on its own behalf or in for the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment purposes of such Continuing Employee has been terminated by Buyerproceeding, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)from this Agreement.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act own, manage, operate, join, control, participate or engage in or assist others in managing, operating, participating or engaging in the Restricted Business in the Territory whether doing so as an agentofficer, representative, consultantdirector, manager, or operator of a Competing Businessmember, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor manager, employee, independent contractor, consultant, advisor or shareholder a sales representative, whether such participation is paid or unpaid; (ii) have an interest in any Person that owns, manages, operates, joins, controls, participates or engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as to a beneficial interest partner, shareholder, manager, member, employee, principal, agent, trustee or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers, members or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany within the Restricted Business. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningmay own, directly or indirectly, less than five percent (solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (b) During the Restricted Period, (i) Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, engaged in hire or solicit any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% employee of the total net book value of such assets Company or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business encourage any such Person. (c) Unless otherwise consented employee to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert leave such employment or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employeesuch employee who has left such employment, except if the employment of pursuant to a general solicitation which is not directed specifically to any such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation).employees; and

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to For a period of four (4) years following the Closing (and in writing by Buyerthe case of Section 7.6(a)(v) indefinitely), Seller or one (1) year following the termination of employment with the Company, whichever occurs later, each Member agrees that during the Restricted Periodhe shall not, neither Seller nor any of its Affiliates will, either directly or indirectlyindirectly through any Person or any Affiliate thereof, on its own behalf entity or in the service or on behalf of others, engage in any Competing Business, including: contractual arrangement: (i) act as an agentengage in the Business or any segment thereof anywhere in the world (the “Restricted Territory”), representative, consultant, manager, or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; it being acknowledged by such Member the Group Companies engage in the Business throughout the Restricted Territory; (ii) acquire, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, consult with or perform services for, lend money or capital to, invest capital in, or be connected in any Competing manner with, including, without limitation, as a partner or through stock ownership in, any business or Person that engages in the Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or any segment thereof anywhere in the Restricted Territory; (iii) communicate solicit, offer employment to or hire any Competing Business individual that is an employee or consultant of a Group Company or otherwise induce or attempt to induce (whether for their own account or for the names or addresses or account of any other information concerning Person) any past, present, individual that is an employee or identified prospective client or customer consultant of a Group Company to leave the NOARK Group, or independent contractor, client or customer employ of the NOARK Groupsuch Group Company; provided, however, that nothing in this Section 5.18 7.6(a)(iii) shall be deemed prohibit any such party from: (i) using general solicitations (including through search firms) not targeted at employees of the Group Companies, or employing any person who responds to prohibit Seller such solicitation; (ii) hiring, employing or discussing employment with any person who contacts such party independently without any solicitations by such party or (iii) soliciting any person who has left the employment of the Group Companies at least twelve (12) months prior to such party soliciting such person; (iv) induce or attempt to induce any customer, supplier, licensee or other business relation of a Group Company to cease doing business with such Group Company or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Group Companies; or (v) disparage Parent or any of its Affiliates from (iincluding, after the Closing, the Group Companies) owning, directly or indirectly, less than five percent (5%) of any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets way that could adversely affect the goodwill, reputation or business in which relationships of Parent or any of its Affiliates with the portion thereof constituting a Competing Business does not represent more than 25% public generally, or with any of the total net book value of such assets their customers, suppliers or businessemployees. (b) Unless otherwise consented to in writing by BuyerEach Member acknowledges that if it breaches any obligation under this Section 7.6, Seller Parent will suffer immediate and irreparable harm and damage for which money alone cannot fully compensate, and Each Member therefore agrees that during upon such breach or threatened breach, Parent shall be entitled to seek a temporary restraining order, preliminary injunction, permanent injunction or other injunctive relief, without posting any bond or other security, barring the Restricted Periodother party from violating any such provision. This Section 7.6(b) shall not be construed as an election of any remedy, neither Seller nor or as a waiver of any of its Affiliates willright available to Parent under this Agreement or the Law, either directly or indirectly, on its own behalf or in including the service or on behalf of others: (i) solicit, divert or appropriate right to or seek damages for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personbreach. (c) Unless otherwise consented If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 7.6 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on any Member’s conduct that are reasonable in writing light of the circumstances and as are necessary to assure to Parent the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 7.6 because taken together they are more extensive than necessary to assure to Parent the intended benefits of this Agreement, it is expressly understood and agreed by Buyerthe parties that the provisions hereof that, Seller agrees that during if eliminated, would permit the Restricted Periodremaining separate provisions to be enforced in such proceeding, neither Seller nor any of its Affiliates willshall be deemed eliminated, either directly or indirectly, on its own behalf or in for the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment purposes of such Continuing Employee has been terminated by Buyerproceeding, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)from this Agreement.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither Seller nor the Shareholder shall not, and shall not permit any of its his Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningShareholder may own, directly or indirectly, less than solely as an investment, securities of any Person traded on any national securities exchange if the Shareholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities issued by a of such Person. (b) During the Restricted Period, the Shareholder shall not, and shall not permit any of his Affiliates to, directly or indirectly, engaged solicit any employee of the Company or encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.12(b) shall prevent the Shareholder or any Competing Business which securities are publicly traded; of his Affiliates from soliciting any employee whose employment has been terminated by the Company or 4Front or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor the Shareholder shall not, and shall not permit any of its his Affiliates willto, either directly or indirectly, on its own behalf solicit or in the service entice, or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicitsolicit or entice, divert any clients or hire away to customers of the Company or potential clients or customers of the Company for itself, an Affiliate purposes of Seller diverting their business or a Competing Business any Continuing Employee, except if services from the employment of such Continuing Employee has been terminated by Buyer, Company; provided that nothing in this Section 5.12(c) shall prevent Shareholder or any of its his Affiliates after Closingfrom engaging in general advertisement or solicitation that is not directed specifically to any such clients or customers. (d) The Shareholder acknowledges that a breach or threatened breach of this Section 5.12 would give rise to irreparable harm to 4Front, prior for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Shareholder of any such obligations, 4Front shall, in addition to commencement any and all other rights and remedies that may be available to it in respect of employment discussions between such Continuing Employee breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and Seller or any other relief that may be available from a court of its Affiliates, provided competent jurisdiction (without any requirement to post bond). (e) The Shareholder acknowledges that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees restrictions contained in this Section 5.12 are reasonable and necessary to protect the legitimate interests of 4Front and constitute a material inducement to 4Front to enter into this Agreement and consummate the transactions contemplated by Seller (whether posted on a public site on this Agreement. In the Internet event that any covenant contained in this Section 5.12 should ever be adjudicated to exceed the time, geographic, product or in a newspaperservice, magazine or other publication of general circulation).limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section

Non-Competition; Non-Solicitation. (a) Unless otherwise consented In consideration for, and as a necessary condition of the sale and contribution of the Assets, and to assure that Xxxxx will realize the benefits of the acquisition of the Assets, Owner Parties in writing by their capacities as sellers or contributors of the Assets and not as employees and Buyer acknowledges and agree that the covenants in this Section are necessary to protect the legitimate business interests of Buyer, Seller agrees are reasonable with respect to duration, geographical area, and proscription and will not prevent Owner Parties from practicing his, her or its profession or earning a living. Therefore, the Owner Parties agree that during for a period of five (5) years following the Restricted PeriodClosing Date, neither Seller none of Owner Parties nor any of its their respective Affiliates willshall, either directly or indirectly: (b) Engage in or participate in or be involved in any capacity, on its or own behalf any shares or interests in, manage, operate, control, finance, Contract with, or be employed or engaged by or associated with, serve in any capacity or provide services or advice nor lend or permit their name to be used in connection with any business, enterprise, facility or other Person that participates in (a) any business that engages in the service Business; or on behalf of others, engage (b) any business that deals in any Competing Businessof the products and services sold, including: (i) act as an agent, representative, consultant, managermanufactured, or operator distributed by the Business as of a Competing Businessthe Closing, including provide managerialwithin North America or anywhere else worldwide in which the Buyer engages in such Competitive Businesses Activities. For purposes of this Agreement, supervisorythe term “participate in” shall include, administrativewithout limitation, financial having any direct or consulting services or assistance to any Competing Business; (ii) participate indirect interest in any Competing Business Person, whether as an a sole proprietor, owner, investorstockholder, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest otherwise, or record interest; rendering any direct or (iii) communicate indirect service or assistance to any Competing Business the names individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or addresses or any other information concerning any past, present, or identified prospective client or customer otherwise). Ownership of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owning, directly or indirectly, less than five percent (5%) or less of any class of securities issued by of a Person, directly or indirectly, engaged in any Competing Business which Person whose securities are publicly traded; or (ii) acquiring any assets or business in which registered under the portion thereof constituting Exchange Act will not be deemed to be a Competing Business does not represent more than 25% violation of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personthis Section 6.3. (c) Unless otherwise consented Solicit, or induce or attempt to in writing by Buyersolicit or induce any person, Seller agrees that who at such time is or, at any time during the Restricted Periodfive (5) year period immediately preceding such solicitation, neither Seller nor inducement, or attempt, was an employee, independent contractor, or agent of Buyer or any Owner Party (each, a “Protected Party”), to terminate his, her, or its employment or other relationship with such Protected Party or otherwise interfere with such employment or other relationship, or directly or indirectly employ, hire, provide work to, or retain the services of any such person; (d) Solicit or induce or attempt to solicit or induce any Person, who is or was a customer, supplier, vendor, distributor, or other business relation of any Protected Party, to cease, reduce, or adversely modify its manner of, doing business with such Protected Party, or in any way adversely interfere with the relationship between any supplier, vendor, distributor or other business relation, on the one hand, and such Protected Party, on the other hand. (e) If any provision contained in this Section 6.3 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 6.3, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the Parties that if any of its Affiliates willthe restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, either directly or indirectly, on its own behalf or in the service any way construed to be too broad or on behalf of others: (i) solicitto any extent invalid, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing provision shall not prohibit bona fide public non-targeted solicitations be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this to provide for employees by Seller a covenant having the maximum enforceable geographic area, time period and other provisions (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)not greater than those contained herein) as shall be valid and enforceable under such applicable Law.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by BuyerFor a period of two (2) years commencing on the Closing Date (the “Restricted Period”), Seller agrees that during the Restricted Periodshall not, neither Seller nor and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf (i) engage in or assist others in engaging in the service or Restricted Business in the Territory (other than on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator a member of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessthe Company Group); (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere with the business relationships (whether formed prior to or after the date of this Agreement) between the Company Group and customers or suppliers of the Company Group. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period in the Territory, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company Group or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupsuch employees; provided, however, that nothing in this Section 5.18 5.07(b) shall be deemed to prohibit prevent Seller or any of its Affiliates from hiring (i) owningany employee whose employment has been terminated by the Company Group or Buyer or (ii) after one hundred and eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee. (c) During the Restricted Period, in the Territory, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, less than five percent hire, associate with, or solicit any Producer that has a then current business relationship with any member of the Company Group, or that has had a business relationship with any member of the Company Group in the preceding twelve (5%12) month period, or encourage any such Producer to cease working or associating with the Company Group, except pursuant to a general solicitation which is not directed specifically to any such Producer. (d) During the Restricted Period, and in the Territory, Seller shall not, and shall not permit any of any class of securities issued by a Personits Affiliates to, directly or indirectly, engaged in solicit or entice, or attempt to solicit or entice, any Competing Business which securities are publicly traded; clients or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% customers of the total net book value Company Group or potential clients or customers of such assets the Company Group for purposes of diverting their business or businessservices from the Company Group. (be) Unless otherwise consented Seller acknowledges that a breach or threatened breach of this Section 5.07 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (cf) Unless otherwise consented Seller acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in writing by Buyerthis Section 5.07 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, including the severing or removal of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller any term or any of its Affiliates, provided provision deemed invalid so that the foregoing remaining terms and provisions can be enforced, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and, accordingly, agrees as follows: (ai) Unless otherwise consented During the Employment Term and, for a period of twenty-four (24) months following the date Executive ceases to in writing by Buyer, Seller agrees that during be employed hereunder for any reason (the “Restricted Period”), neither Seller nor any of its Affiliates will, either Executive will not directly or indirectly, on its own behalf or in the service or on behalf of others, : (A) engage in any Competing business that competes with the business of the Company or its affiliates (including businesses which the Company or its affiliates have specific plans to conduct in the future, as to which the Company or its affiliates have taken steps towards commencing and as to which Executive has participated in such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business, including: ”); (iB) act as an agent, representative, consultant, managerenter the employ of, or operator of a Competing Businessrender any services to, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; Person (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning division or controlled or controlling affiliate of any past, presentPerson) who or which engages in a Competitive Business; (C) acquire a financial interest in, or identified prospective client or customer of the NOARK Groupotherwise become actively involved with, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningCompetitive Business, directly or indirectly, less than five percent as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, or suppliers of the Company or its affiliates. (ii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (x) is not a controlling person of, or a member of a group which controls, such person and (y) does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (iii) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, engaged in : (A) solicit or encourage any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% employee of the total net book value Company or its affiliates to leave the employment of the Company or its affiliates; or (B) hire any such assets employee who was employed by the Company or businessits affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to, the termination of Executive’s employment with the Company. (biv) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor any of its Affiliates willExecutive will not, either directly or indirectly, on solicit or encourage to cease to work with the Company or its own behalf affiliates any consultant then under contract with the Company or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personits affiliates. (cv) Unless otherwise consented to Notwithstanding the foregoing, the term “affiliates” as used in writing by Buyer, Seller agrees that during Section 8(a) will not include any member of the Restricted Period, neither Seller nor any of its Affiliates will, either directly Sponsor Group (as defined below) or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation).their

Non-Competition; Non-Solicitation. (a) Unless otherwise consented Xxxxx Xxxxxx (“Executive”) acknowledges and recognizes the legitimate business interests of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) During Executive’s employment with the Company and for a period equal to twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in writing by Buyerconjunction with any person, Seller agrees that during firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business. (ii) During the Restricted Period, neither Seller nor any of its Affiliates will, either Executive will not directly or indirectly, on its own behalf or : (A) engage in the service or on behalf of others, engage in any Competing Business, including: Business for a Competitor; (iB) act as an agent, representative, consultant, managerenter the employ of, or operator of render any services to, a Competing Business, including provide managerial, supervisory, administrative, Competitor; (C) acquire a financial or consulting services or assistance to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, presentin, or identified prospective client or customer of the NOARK Groupotherwise become actively involved with, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owninga Competitor, directly or indirectly, less than five percent as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) interfere with, or attempt to interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix B (this “Agreement”), Executive may directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such Person and (B) does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly, engaged in : (A) solicit or encourage any Competing Business which securities are publicly traded; employee who is a director or (ii) acquiring any assets or business in which the portion thereof constituting is more senior than a Competing Business does not represent more than 25% director of the total net book value Restricted Group to leave the employment of the Restricted Group; or (B) hire any such assets employee who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or businesswho left the employment of the Restricted Group within six months prior to the termination of Executive’s employment with the Company. (bC) Unless otherwise consented to Notwithstanding the foregoing, Executive may engage in writing by Buyerjob searches or placing job advertisements not targeted at employees of the Restricted Group, Seller agrees that during and may provide references for employees of the Restricted Group upon request. (v) During the Restricted Period, neither Seller nor any of its Affiliates willExecutive will not, either directly or indirectly, whether on its Executive’s own behalf or in the service or on behalf of others: (i) solicitor in conjunction with any Person, divert or appropriate to or for a Competing Business (A) directly and intentionally encourage any Person that is a customer or client material consultant of the Business at or after Closing, or (B) any Person that was a customer or client of Restricted Group to cease working with the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such PersonRestricted Group. (cvi) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any For purposes of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation).this Agreement:

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of three years commencing on the Closing Date (the “Restricted Period”), neither Seller nor the Shareholders shall not, and shall not permit any of its Affiliates willtheir respective Affiliates, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: to (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person (other than the Company) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee, or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningShareholder may own, directly or indirectly, less than solely as an investment, securities of any Person traded on any national securities exchange if such Shareholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities issued by a of such Person. (b) During the Restricted Period, the Shareholders shall not, and shall not permit any of their respective Affiliates, directly or indirectly, engaged to hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation that is not directed specifically to any such employees; provided, that nothing in this Section 5.06(b) shall prevent any Competing Business which securities are publicly traded; Shareholder or any of his or its Affiliates from hiring (i) any employee whose employment has been terminated by the Company or the Parent or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor the Shareholders shall not, and shall not permit any of its Affiliates willtheir respective Affiliates, either directly or indirectly, on its own behalf to solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) The Shareholders acknowledge that a breach or threatened breach of this Section 5.06 would give rise to irreparable harm to the Parent, for which monetary damages would not be an adequate remedy, and hereby agree that in the service event of a breach or on behalf a threatened breach by any Shareholder of others: (i) solicitany such obligations, divert or hire away the Parent shall, in addition to or for itselfany and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an Affiliate injunction, specific performance, and any other relief that may be available from a court of Seller competent jurisdiction (without any requirement to post bond). (e) The Shareholders acknowledge that the restrictions contained in this Section 5.06 are reasonable and necessary to protect the legitimate interests of the Parent and constitute a material inducement to the Parent to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.06 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. a. For a period of five (a5) Unless otherwise consented to in writing by Buyer, Seller agrees that during years commencing on the Closing Date (the “Restricted Period”), neither each Seller nor shall not, and shall not permit any of its Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of its Affiliates from (i) owningSellers may own, directly or indirectly, less than five percent (solely as an investment, securities of any Person traded on any national securities exchange if no Seller is a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. b. During the Restricted Period, Sellers shall not, and shall not permit any of their Affiliates to, directly or indirectly, engaged hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.02(b) shall prevent Sellers or any Competing Business which securities are publicly traded; of their Affiliates from hiring (i) any employee whose employment has been terminated by the Company or Buyer or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or businessemployee. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during c. During the Restricted Period, neither Seller nor Sellers shall not, and shall not permit any of its their Affiliates willto, either directly or indirectly, on its own behalf solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company. x. Xxxxxxx acknowledge that a breach or threatened breach of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the service event of a breach or on behalf a threatened breach by any Seller of others: any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (i) solicitwithout any requirement to post bond). x. Xxxxxxx acknowledge that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, divert geographic, product or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closingservice, or (B) other limitations permitted by applicable Law in any Person that was a customer jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or client service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Person. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly covenant or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Applicable Restricted Period, neither each Initial Seller nor shall not, and shall not permit any of its controlled Affiliates will(other than Buyer Parent and its subsidiaries, either including the Company and its subsidiaries) to, directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act engage in or assist others in engaging in any business that directly competes with the Business as an agentconducted by the Company as of the Closing Date (the “Restricted Business”) anywhere in the United States of America (collectively, representative, consultant, manager, the “Territory”); or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Business; (ii) participate other than any current or future ownership interest that RPC or its controlled Affiliates may have in any Competing portfolio companies, have a direct or indirect ownership interest in any Person that engages in the Restricted Business as in the Territory. Notwithstanding the foregoing, an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Initial Seller or any of its Affiliates from (i) owningmay own, directly or indirectly, less than five percent (5%) solely as an investment, securities of any Person traded on any national securities exchange if such Initial Seller or Affiliate is not a controlling person of, or a member of a group which controls, such Person and if such Initial Seller or Affiliate does not, directly or indirectly, own 2% or more of any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets Person. For purposes of this Section 6.7(a), no existing or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any future portfolio company of RPC or its Affiliates willshall be deemed a controlled Affiliate of RPC and accordingly no portfolio company of RPC or its Affiliates shall be subject to any restrictions pursuant to this Section 6.7(a). For the avoidance of doubt, either directly or indirectly, on its own behalf or in the service or operating an investment management business whose primary purpose is to acquire and manage Residential Mortgage Assets on behalf of others: (i) solicitlimited partners, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closingmembers, or (B) any Person investors shall not be considered engaging in, or an activity that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicitcompetes with, divert or appropriate to or for a Competing Business any such Person. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on the Internet or in a newspaper, magazine or other publication of general circulation)Business.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented For a period equal to in writing by Buyerthe later of (i) 24 months after the Closing Date, Seller agrees or (ii) 24 months after the date that during such Person's and/or such Person's Affiliate’s employment with a Target Company or Affiliate of Buyer shall terminate (the "Restriction Period"), none of Seller, Pegasus, Xxxxxx, Xxxxxxx or Xxxxxxx (all of the foregoing being the “Restricted Sellers”) shall, and none of the Restricted Period, neither Seller nor Sellers shall permit any of its their Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names date of this Agreement) between the a Target Company and its customers or addresses or any other information concerning any pastsuppliers. Notwithstanding the foregoing, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit each Restricted Seller or any of its Affiliates from (i) owningmay own, directly or indirectly, less than five percent (solely as an investment, securities of any Person traded on any national securities exchange if such Restricted Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (b) During the Restriction Period, Restricted Sellers shall not, and shall not permit any of their Affiliates to, directly or indirectly, engaged in hire or solicit any Competing Business which securities are publicly traded; employee of a Target Company or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business encourage any such Personemployee to leave such employment or hire any such employee who has left such employment except pursuant to a general solicitation which is not directed specifically to any such employees. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Restriction Period, neither Seller nor Restricted Sellers shall not, and shall not permit any of its their Affiliates willto, either directly or indirectly, on its own behalf solicit or in entice, or attempt to solicit or entice, any clients or customers of a Target Company or potential clients or customers of a Target Company for purposes of diverting their business or services from the service or on behalf of others: Target Company. (d) Each Shareholder and Seller agrees that it shall (i) solicitmaintain the strict confidence of, divert undertake all necessary steps to avoid divulging or hire away disclosing, and preserve and protect the trade secrets, know-how, discoveries, concepts, ideas, market studies, business plans, products, services, costs, processes, techniques, protocols, plans for future development, market analyses, product uses, projects and plans, customer lists, information regarding Target Companies' financial status, customers, profits, profit margins, project costs, pricing information and any other information that may not be known generally or publicly outside of Target Companies (collectively, "Confidential Information") from disclosure to, or access or use by, any person or entity, including any competitor or potential competitor of the Business, and (ii) not use the Confidential Information to compete, directly or indirectly, with the Business, nor attempt to otherwise take commercial advantage of the Confidential Information. Each Shareholder and Seller acknowledges that the Confidential Information constitutes valuable, special and unique property of the business of the Target Companies being acquired by Buyer. Buyer has expressly or impliedly protected such information from unrestricted use by persons not associated with Buyer. Each Shareholder and Seller agrees to return and deliver to Buyer at Closing any and all papers, books, records, documents, memoranda and manuals, including all copies thereof, whether hard or digital copies, belonging or relating to the business of the Target Companies, or containing any Confidential Information. (e) To the extent that a Shareholder or Seller or their respective Affiliates owns, acquires or controls any part of the Intellectual Property used by or relating to the business of the Target Companies, or any rights therein, such party hereby irrevocably assigns, transfers, conveys and quitclaims all right, title and interest therein and thereto to Target Companies, and agrees to irrevocably assign, transfer, convey and quitclaim any and all future ownership and rights, title and interest therein and thereto to Target Companies. Furthermore, to the extent that some or all of such Intellectual Property are determined not to constitute "works made for itselfhire," as a matter of law, each Shareholder and Seller hereby irrevocably assigns, transfers, conveys and quitclaims to Target Companies, without any separate or additional remuneration or compensation, all right, title and interest in and to any such Intellectual Property, including, without limitation, any copyrights. (f) Seller and Shareholders acknowledge that a breach or threatened breach of this Section 5.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an Affiliate adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller or a Competing Business Shareholder of any Continuing Employee; or (ii) attempt such obligations, Buyer shall, in addition to solicitany and all other rights and remedies that may be available to it in respect of such breach, divert or hire away be entitled to or for itselfequitable relief, including a temporary restraining order, an Affiliate injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (g) Seller and Shareholders acknowledge that the restrictions contained in this Section 5.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated to exceed the time, geographic, product or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (whether posted on a public site on h) The parties agree and acknowledge that no portion of the Internet or Purchase Price shall be allocated to the covenants set forth in a newspaper, magazine or other publication of general circulation)this Section 5.07.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of (2) years commencing on the Closing Date (the “Restricted Period”), neither Seller nor the Catapult Shareholders shall not, and shall not permit any of its their Affiliates willto, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate intentionally interfere in any material respect with the business relationships (whether formed prior to any Competing Business or after the names or addresses or any other information concerning any past, present, or identified prospective client or customer date of the NOARK Group, or independent contractor, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller or any of Agreement) between Cerberus and its Affiliates from (i) owningand customers or suppliers of Cerberus and its Affiliates. Notwithstanding the foregoing, the Catapult Shareholders may own, directly or indirectly, less than five percent (solely as an investment, securities of any Person traded on any national securities exchange if the Catapult Shareholder is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5%) % or more of any class of securities issued by a of such Person. (b) During the Restricted Period, the Catapult Shareholders shall not, and shall not permit any of his Affiliates to, directly or indirectly, engaged hire or solicit any employee of Cerberus or its Affiliates, encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in any Competing Business which securities are publicly traded; this Section 5.2(b) shall prevent the Catapult Shareholders or (ii) acquiring any assets or business in which the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of their Affiliates from hiring any employee whose employment has been terminated by a Cerberus or its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such PersonAffiliates. (c) Unless otherwise consented to in writing by Buyer, Seller agrees that during During the Restricted Period, neither Seller nor the Catapult Shareholders shall not, and shall not permit any of its their Affiliates willto, either directly or indirectly, on its own behalf solicit or in the service entice, or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicitsolicit or entice, divert any clients or hire away to customers of Cerberus or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement or potential clients or customers of employment discussions between such Continuing Employee and Seller Cerberus or any of its Affiliates, provided for purposes of diverting their business or services from Cerberus or its Affiliates. (d) The Catapult Shareholders acknowledges that a breach or threatened breach of this Section 5.2 would give rise to irreparable harm to Cerberus, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Catapult Shareholders of any such obligations, Cerberus shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Each Catapult Shareholder acknowledges that the foregoing restrictions contained in this Section 5.2 are reasonable and necessary to protect the legitimate interests of Cerberus and its Affiliates and constitute a material inducement to Cerberus to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.2 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 expressly 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. The covenants contained in this Section 5.2 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented to in writing by Buyer, Seller agrees that during For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), neither Seller nor Parent shall, and shall not permit any of its Affiliates willtheir respective Subsidiaries to, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, engage in or operator of a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance to any Competing Businessassist others in engaging in the Restricted Business in the Territory; (ii) participate have an interest in any Competing Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an ownera partner, investorshareholder, member, partneremployee, limited partnerprincipal, joint ventureragent, creditor trustee or shareholder whether such participation is as to a beneficial interest or record interestconsultant; or (iii) communicate to intentionally interfere in any Competing Business material respect with the names business relationships between the Company and customers or addresses or any other information concerning any past, present, or identified prospective client or customer suppliers of the NOARK GroupCompany. Notwithstanding the foregoing, or independent contractorSeller, client or customer of the NOARK Group; provided, however, nothing in this Section 5.18 shall be deemed to prohibit Seller Parent or any of its Affiliates from (i) owningtheir respective Subsidiaries may own, directly or indirectly, less than solely as an investment, securities of any Person traded on any national securities exchange if Seller, Parent or any such Subsidiary is not a controlling Person of, or a member of a group that controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities issued of such Person. For the avoidance of doubt, the provisions of this Section 5.02(a) shall not apply to any Person or an Affiliate of any Person (other than Seller, Parent or any of their respective Subsidiaries) that acquires Seller, Parent or any of their respective Subsidiaries, whether such acquisition is by purchase of all or substantially all of the assets of Seller, Parent or any of their respective Subsidiaries, or by merger or transfer of stock or other transaction resulting in the transfer of a majority of the capital stock of Seller, Parent or any of their respective Subsidiaries on a fully diluted basis; provided, however, that the provisions of this Section 5.02(a) shall apply to any Person surviving a direct merger to which Seller, Parent or any of their respective Subsidiaries are a party, but not to any Affiliate thereof (other than Seller, Parent or any of their respective Subsidiaries). (b) During the Restricted Period, Seller and Parent shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly: (i) hire or solicit any employee of the Company; (ii) encourage any such employee to leave such employment; or (iii) hire any such employee who has left such employment; provided, however, that nothing in this Section 5.02(b) shall prevent Seller, Parent or any of their respective Affiliates from hiring (x) any employee whose employment has been terminated by the Company or Buyer without cause or (y) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee; provided, further, that neither (1) a general solicitation of employment in any newspaper, magazine, trade publication or other media not specifically targeted at any of the Company’s employees nor (2) a referral by a Personrecruiter or employment agency that has not specifically targeted any of the Company’s employees (and has been instructed not to do so) shall not, alone, be considered a solicitation for purposes of this Section 5.02(b). (c) During the Restricted Period, Seller and Parent shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, engaged solicit or entice, or attempt to solicit or entice, any Restricted Customer for purposes of diverting their business or services from the Company or in any Competing Business which securities are publicly traded; order to provide services or (ii) acquiring any assets products competitive with the services or business in which products offered by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or businessCompany. (bd) Unless otherwise consented Seller and Parent each acknowledges that a breach or threatened breach of this Section 5.02 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service event of a breach or on behalf a threatened breach by Seller or Parent of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personobligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (ce) Unless otherwise consented Seller and Parent each acknowledges that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the Transactions. In the event that any covenant contained in writing by Buyerthis Section 5.02 should ever be adjudicated to exceed the time, Seller agrees that during the Restricted Periodgeographic, neither Seller nor any of its Affiliates will, either directly product or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyerservice, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of its Affiliates after Closing, prior to commencement of employment discussions between any such Continuing Employee and Seller covenant or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller (whether posted on a public site on invalidate or render unenforceable the Internet remaining covenants or provisions hereof, and any such invalidity or unenforceability in a newspaper, magazine any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other publication of general circulation)jurisdiction.

Non-Competition; Non-Solicitation. (a) Unless otherwise consented For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Sellers and the Principal Members each shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Sellers or the Principal Members and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Sellers and the Principal Members each may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Sellers are not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person. (b) During the Restricted Period, Sellers and the Principal Members each shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer pursuant to Section 6.05, or is or was employed in writing by Buyer, Seller agrees that the Business during the Restricted Period, neither Seller nor or encourage any of its Affiliates willsuch employee to leave such employment or hire any such employee who has left such employment, either directly or indirectly, on its own behalf or in the service or on behalf of others, engage in any Competing Business, including: (i) act as an agent, representative, consultant, manager, or operator of except pursuant to a Competing Business, including provide managerial, supervisory, administrative, financial or consulting services or assistance general solicitation which is not directed specifically to any Competing Business; (ii) participate in any Competing Business as an owner, investor, member, partner, limited partner, joint venturer, creditor or shareholder whether such participation is as to a beneficial interest or record interest; or (iii) communicate to any Competing Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of the NOARK Group, or independent contractor, client or customer of the NOARK Groupemployees; provided, however, that nothing in this Section 5.18 6.07(b) shall be deemed to prohibit Seller prevent Sellers, the Principal Members or any of its their respective Affiliates from retaining the services of (i) owning, directly any employee whose employment has been terminated by Buyer (or indirectly, less than five percent (5%its applicable Affiliate) of any class of securities issued by a Person, directly or indirectly, engaged in any Competing Business which securities are publicly traded; or (ii) acquiring after 180 days from the date of termination of employment, any assets or business in which employee whose employment has been terminated by the portion thereof constituting a Competing Business does not represent more than 25% of the total net book value of such assets or business. (b) Unless otherwise consented to in writing by Buyer, Seller agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the service or on behalf of others: (i) solicit, divert or appropriate to or for a Competing Business (A) any Person that is a customer or client of the Business at or after Closing, or (B) any Person that was a customer or client of the Business during the two (2) year period preceding the Closing; or (ii) attempt to solicit, divert or appropriate to or for a Competing Business any such Personemployee. (c) Unless otherwise consented Sellers and the Principal Members each acknowledge that a breach or threatened breach of this Section 6.07 would give rise to in writing by irreparable harm to Buyer, Seller for which monetary damages would not be an adequate remedy, and hereby agrees that during the Restricted Period, neither Seller nor any of its Affiliates will, either directly or indirectly, on its own behalf or in the event of a breach or a threatened breach by Sellers or the Principal Members of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (d) Sellers and the Principal Members each acknowledge that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or on behalf other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of others: (i) solicit, divert any such covenant or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee; or (ii) attempt to solicit, divert or hire away to or for itself, an Affiliate of Seller or a Competing Business any Continuing Employee, except if the employment of such Continuing Employee has been terminated by Buyer, or any of its Affiliates after Closing, prior to commencement of employment discussions between such Continuing Employee and Seller or any of its Affiliates, provided that the foregoing provision as written shall not prohibit bona fide public non-targeted solicitations for employees by Seller invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (whether posted on a public site on e) The obligations of Sellers and the Internet or in a newspaper, magazine or other publication of general circulation)Principal Members under this Section 6.07 are joint and several.