Common use of Non-Competition Clause in Contracts

Non-Competition. 10.1 The Employee agrees that from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 (a) The Employee agrees that from and after the date hereof and ending on the third anniversary of the termination date of the Employee's ’s employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held companycompany )) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's ’s employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's ’s employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 (b) If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 (c) It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from and after During (i) the date hereof and ending on the third anniversary of the termination date of the EmployeeExecutive's employment hereunder he will notwith the Company and (ii) the two (2) year period immediately following the Executive's Date of Termination, the Executive (A) shall not engage, anywhere within the geographical areas in which any Sunbeam Entity is then conducting its business operations, directly or indirectly, engage alone, in or be concerned association with or interested inas a shareholder, adviseprincipal, lend money toagent, guarantee the debts partner, officer, director, employee or obligations ofconsultant of any other organization, or permit his name or any part thereof to be used or employed by, in any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, "Competitive Business") which competes with any business then being conducted by such Sunbeam Entity; (B) shall not solicit or encourage any officer, beneficial employee or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with consultant of any of the businesses Sunbeam Entities to leave the employ of any of the Company Sunbeam Entities for employment by or with any Competitive Business; and its subsidiaries as conducted as (C) shall not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the date customers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Employee's employment is terminated hereunder Executive while employed by the Company; provided, however, that nothing herein shall prohibit the Executive from owning a maximum of two percent (2%) of the outstanding stock of any publicly traded corporation. Following the Date of Termination, ownership by the Executive of not more than five percent (5%) of any publicly traded corporation shall not constitute a violation hereof. If, at any time, the provisions of this Section 10(c) shall be determined to be invalid or which isunenforceable, directly by reason of being vague or indirectlyunreasonable as to area, engaged in duration or scope of activity, this Section 10(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 10(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 10(c), the design, developmentmanufacture and marketing of outdoor barbecue grills, productioncasual outdoor and indoor furniture and small kitchen appliances shall be construed to be a Competitive Business; provided, marketing or distribution however, that the gross revenues derived from sales of such products by such competitor are greater than the lesser of the nature designed, developed, produced marketed or distributed by the Company or any (i) 10% of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company total revenues and its subsidiaries and not those of the assignee as of the date of any such assignment(ii) $500,000,000. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 6.1.1 The Employee Executive agrees that from and after he shall not, until the date hereof and ending on the third first anniversary of the termination date this Agreement is terminated, without the prior written consent of the Employee's employment hereunder he will notEmployer, directly or indirectlyindirectly (whether as a sole proprietor, partner, venturer, shareholder, director, officer, employee, or in any other capacity as principal or agent or through any person, corporation, partnership, entity or employee acting as nominee or agent) conduct or engage in or be concerned interested in or associated with or interested inany person, advisefirm, lend money toassociation, guarantee the debts or obligations ofsyndicate, partnership, company, corporation, or permit his name other entity which conducts or engages in the international telecommunications business in any geographic areas in which Employer or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which Subsidiary is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, then so engaged in business or proposes to engage in business in accordance with its then-current strategic plan, nor shall Executive interfere with, disrupt or attempt to disrupt the designrelationship, developmentcontractual or otherwise, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company between Employer or any of its subsidiaries as Subsidiaries, on the one hand, and any customer, supplier, lessor, lessee or employee of the date Employer or any of its Subsidiaries, on the other hand; provided, however, that this Section 6.1.1. shall not prohibit the Executive from owning beneficially or of record more than 5% of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to outstanding equity securities of any entity other than a subsidiary whose equity securities are registered under the Securities Act of 1933, as amended, or are listed for trading on any United States or foreign stock exchange. 6.1.2 It is the desire and intent of the Company, parties that the provisions of this non-competition clause Section 6 shall refer be enforced to the businesses of full extent permissible under the Company laws and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the public policies applied in each jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereundersought. Accordingly, the Employee and the Company specifically agree that the Company and if any particular portion of its affiliates or successors this Section 6 shall be entitled adjudicated to temporary and permanent injunctive relief be invalid or unenforceable, this Section 6 shall be deemed amended to enforce delete therefrom the portion thus adjudicated to be invalid or unenforceable, such obligations and that deletion to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such relief may be granted without the necessity of proving actual damagesadjudication is made.

Non-Competition. 10.1 The Employee agrees (a) During the Employment Period and, thereafter, until that from and date which is the shorter of one (1) year after the date hereof and ending on the third anniversary termination or expiration of the termination date Employment Period, (the “Restrictive Period”) the Executive agrees and covenants he or she it shall not, and shall cause each of the Employee's employment hereunder he will nothis or her controlled Affiliates not to, directly or indirectly, engage in own any interest in, control, manage, operate, participate in, develop products for, advise or be concerned consult with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business render services for (whether as a proprietordirector, officer, employee, agent, broker, partner, joint venturerconsultant or contractor), employeror engage in activities or businesses, agentor establish any new businesses, employeewithin North America (including Mexico), consultantEurope, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction country in which the Company seeks enforcement thereof is conducting business during the time of the Executive’s employment with the Company (the “Territory”) any business that is competitive with the business operated by the final determination Company, including any activities or business engaged in the Company Business. Notwithstanding the foregoing, this Section 7 (a) shall be deemed not breached solely as a result of the ownership by the Executive or any of his or her Affiliates of less than an aggregate of 2% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and is listed on a national securities exchange; provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such entity. (b) To the extent during the Restrictive Period, the Executive is entitled to any severance payments following the Employment Term and the Company breaches its obligations to make any such severance payments, the Restricted Period shall terminate on written notice of such breach by the Executive to the Company. (c) This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdictionjurisdiction or an authorized government agency, and all appeals therefrom provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall have failed or the time for promptly provide written notice of any such appeals shall have expired, such provision, shall be limited order to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate Chief Executive Officer or General Counsel (in the Company for damages for breach case of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesChief Executive Officer).

Non-Competition. 10.1 The Employee agrees that from and after (a) Except as provided in Section 5.3(b), during the date hereof period beginning on the Distribution Date and ending on the third second anniversary of the termination Distribution Date, neither Ultra nor any of its controlled Affiliates will own, manage, operate, control or participate in the ownership, management, operation or control of any company engaged in the Delta Field. (b) Nothing contained in this Section 5.3 shall prohibit Ultra or its controlled Affiliates from: (i) acquiring or holding shares of capital stock or a partnership or other equity interest in any Person that engages in the Delta Field in the Territory, where such shares or interest represent no more than twenty five percent (25%) of the outstanding voting power in such Person; provided, however, that in any such case, such shares or interests are purchased and/or held solely for investment purposes and Ultra or its Affiliates are not in control of such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any Person fifty percent (50%) or less of whose revenues is derived from the Delta Field within the Territory; provided, however, that, within twelve (12) months after its acquisition, Ultra or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the Delta Field within the Territory if such portion represents more than ten percent (10%) of the pro forma consolidated revenue of Ultra and the acquired business during the fiscal year immediately preceding such acquisition after giving effect to such acquisition; (iii) marketing or selling its own products or services that are not in the Delta Field within the Territory; or (iv) owning, managing, operating or controlling (A) Vector and Kodiak or any of their existing Subsidiaries, in each case in substantially the same manner as conducted on the date hereof, provided, however, that, except as provided in the IP Matters Agreement or the Master Partnered Product and Services Agreement, no such activities in the Delta Field shall be expanded or materially modified, and any Contracts that would otherwise be prohibited but for this sub clause (A) shall not be renewed, replaced or materially modified (except where the failure to so renew, replace or modify would cause Vector or Kodiak or its Subsidiaries to breach such Contract)), (B) any business acquired in accordance with (b)(ii) above in substantially the same manner as conducted on the date of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business acquisition; and (whether as a proprietor, partner, C) Vector’s joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% venture interest in a publicly held companyHVH Precision Analytics LLC (“HVH”) to the extent required pursuant to the Limited Liability Company Agreement of HVH dated as of February 17, 2017 (the “HVH JV Agreement”) in substantially the same manner as conducted on the date hereof, provided however that the HVH JV Agreement shall not be renewed, replaced or materially modified (except where the failure to so renew, replace or modify would cause Vector or its Subsidiaries to breach such Contract). (c) which is competitive Except as provided in any respect with Section 5.3(d), during the period beginning on the Distribution Date and ending on the second anniversary of the Distribution Date, neither Delta nor any of its controlled Affiliates will own, manage, operate, control or participate in the businesses ownership, management, operation or control of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, any company engaged in the designUltra Field in the Territory. (d) Nothing contained in this Section 5.3 shall prohibit Delta or its controlled Affiliates from: (i) acquiring or holding shares of capital stock or a partnership or other equity interest in any Person that engages in the Ultra Field in the Territory, developmentwhere such shares or interest represent no more than twenty five percent (25%) of the outstanding voting power in such Person; provided, productionhowever, that in any such case, such shares or interests are purchased and/or held solely for investment purposes and Delta or its Affiliates are not in control of such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any Person fifty percent (50%) or less of whose revenues is derived from the Ultra Field within the Territory; provided, however, that, within twelve (12) months after its acquisition, Delta or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the Ultra Field within the Territory if such portion represents more than ten percent (10% of the pro forma consolidated revenue of Delta and the acquired business during the fiscal year immediately preceding such acquisition after giving effect to such acquisition; (iii) marketing or distribution of selling its own products of or services that are not in the nature designedUltra Field within the Territory; (iv) owning, developedmanaging, produced marketed operating or distributed by the Company controlling (A) Tribridge, Inc. or any of its subsidiaries existing Subsidiaries, in each case in substantially the same manner as of conducted on the date hereof, provided, however, that, except as provided in the IP Matters Agreement or the Master Partnered Product and Services Agreement, no such activities in the Ultra Field shall be expanded or materially modified, and any Contracts that would otherwise be prohibited but for this sub clause (A) shall not be renewed, replaced or materially modified (except where the failure to so renew, replace or modify would cause Tribridge, Inc. or its Subsidiaries to breach such Contract) and (B) any business acquired in accordance with (b)(ii) above in substantially the same manner as conducted on the date of the Employee's employment is terminated hereunder. In acquisition (v) owning, managing, operating or controlling any business acquired in accordance with (d)(ii) above in substantially the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee same manner as of conducted on the date of any such assignmentthe acquisition. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from and after the date hereof and ending on the third anniversary In consideration of the termination date mutual covenants provided for herein and the compensation to be paid to the Seller at the Closing, for a period of five (5) years from the Employee's employment hereunder he will Closing Date, (the “Non-Compete Period”) Seller, except as an employee or consultant to the Company, Buyer and/or any of their Affiliates, shall not engage, directly or indirectly, in the business of designing, manufacturing, marketing, modifying, distributing or selling of refrigeration systems for use in medical, clinical, research and scientific laboratory applications (the “Restricted Business”) worldwide; provided, however, that Seller may acquire or otherwise own less than a five percent (5%) equity interest in a publicly held enterprise engaged in the Restricted Business as long as Seller does not render advice or assistance to such enterprise. In addition, during the Non-Compete Period, Seller shall not, directly or indirectly, engage in persuade or be concerned with or interested in, advise, lend money to, guarantee attempt to persuade any employee of the debts or obligations ofCompany to leave the Company’s employ, or permit his name to become employed by any Person other than the Company for the purpose of engaging in the Restricted Business; provided that the foregoing shall not restrict the Seller from (i) soliciting employees through general solicitations or (ii) soliciting employees through use of a recruiting firm provided that the Seller did not instruct the recruiting firm to approach employees of the Company. Seller agrees that the provisions of this Section 8.1 are reasonable and necessary for Buyer’s protection and that if any portion thereof shall be held contrary to law or invalid or unenforceable in any respect in any jurisdiction, or as to one or more periods of time, geographic area, areas of business activities, or any part thereof to thereof, the remaining provisions shall not be used affected but shall remain in full force and effect and that any such invalid or employed byunenforceable provision shall be deemed, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of without further action on the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date part of any such assignment. 10.2 If any of the foregoing provisions relating to the durationPerson, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, modified and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed necessary to render the same valid and enforceable in such jurisdiction. Seller further agrees that it the remedies at law in the event of a breach of or a default under this Section 8.1 would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee insufficient and the Company specifically agree that the Company and any of its affiliates or successors Buyer shall be entitled to temporary and permanent injunctive the immediate grant of equitable relief including, but not limited to, the remedy of specific performance to enforce such obligations and that such relief may be granted without enjoin any breach, or the necessity continuation of proving actual damagesany breach, of the provisions of this Section 8.1.

Non-Competition. 10.1 The As a condition to receiving any benefits pursuant to this Agreement, the Employee agrees that from during his period of employment and after through the date hereof and ending on the third first anniversary of his Date of Termination, the termination date Employee shall not engage in or become associated with any Competitive Activity. For purposes of this Section 10, a "Competitive Activity" shall mean any business or other endeavor that engages in any country in which the Company or its Affiliates have business operations in a business that directly or indirectly competes with all or any substantial part of any of the business in which the Company or its Affiliates is engaged at the time of the Employee's employment hereunder Date of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if he will notbecomes involved as an owner, directly or indirectlyemployee, engage in or be concerned with or interested inofficer, advisedirector, lend money toindependent contractor, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietoragent, partner, joint ventureradvisor, employerlender, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of other capacity calling for the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date rendition of the Employee's employment personal services, either alone or with any individual, partnership, corporation or other organization that is terminated hereunderengaged in a Competitive Activity and his involvement relates in any respect to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Company. In If, at any time, the event provisions of this Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee Section 10 as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant so amended shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, valid and all appeals therefrom shall have failed binding as though any invalid or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawunenforceable provision had not been included herein. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from While employed by the Company and after the date hereof and ending on the third anniversary for a period of the termination date of the Employee's employment hereunder he will One (1) year thereafter, Executive shall not, directly or indirectly, engage in or be concerned with or interested in, adviseoperate, lend money to, guarantee the debts have any investment or obligations of, interest or permit his name or otherwise participate in any part thereof to be used or employed by, any business manner (whether as a proprietoran employee, officer, director, partner, joint venturer, employer, agent, employeesecurity holder, consultantcreditor, officer, beneficial consultant or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)otherwise) which is competitive in any respect with Competing Business (as defined below); provided, that Executive may continue to hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any company that is publicly traded, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of capital stock of such company. For purposes of this Agreement, the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment term “Competing Business” means any corporation, company, partnership, sole proprietorship, business, or other person or entity that is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing development of energy resources and or distribution the production of products electrical energy. Executive has carefully read and considered the provisions of Sections 10 and 12 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the nature designedinterests of the Company, developedits officers, produced marketed or distributed by directors, shareholders, and other employees, for the protection of the business of the Company. Executive acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 12. It is the belief of the parties, therefore, that the best protection that can be given to the Company or that does not in any way infringe upon the rights of its subsidiaries as Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the date substantial harm which would result from a breach by Executive of Sections 10 or 12, the Employee's employment is terminated hereunderparties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant said restrictions shall be held to be more restrictive than permitted unenforceable by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and all appeals therefrom shall have failed or that as so modified, the time for such appeals shall have expired, such provision, covenant shall be limited to as fully enforceable as if it had been set forth herein by the extent permitted by lawparties. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from While employed by the Company and after the date hereof and ending on the third anniversary for a period of the termination date of the Employee's employment hereunder he will One (1) year thereafter, Executive shall not, directly or indirectly, engage in or be concerned with or interested in, adviseoperate, lend money to, guarantee the debts have any investment or obligations of, interest or permit his name or otherwise participate in any part thereof to be used or employed by, any business manner (whether as a proprietoran employee, officer, director, partner, joint venturer, employer, agent, employeesecurity holder, consultantcreditor, officer, beneficial consultant or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)otherwise) which is competitive in any respect with Competing Business (as defined below); provided, that Executive may continue to hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any company that is publicly traded, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of capital stock of such company. For purposes of this Agreement, the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment term “Competing Business” means any corporation, company, partnership, sole proprietorship, business, or other person or entity that is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing development of energy resources and or distribution the production of products electrical energy. Executive has carefully read and considered the provisions of Sections 9 and 11 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the nature designedinterests of the Company, developedits officers, produced marketed or distributed by directors, shareholders, and other employees, for the protection of the business of the Company. Executive acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 11. It is the belief of the parties, therefore, that the best protection that can be given to the Company or that does not in any way infringe upon the rights of its subsidiaries as Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the date substantial harm which would result from a breach by Executive of Sections 9 or 11, the Employee's employment is terminated hereunderparties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant said restrictions shall be held to be more restrictive than permitted unenforceable by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and all appeals therefrom shall have failed or that as so modified, the time for such appeals shall have expired, such provision, covenant shall be limited to as fully enforceable as if it had been set forth herein by the extent permitted by lawparties. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee Each Management Holder hereby acknowledges that it is familiar with the Confidential Information (as defined below) of the Company and its Subsidiaries. Each Management Holder acknowledges and agrees that from the Company would be irreparably damaged if such Management Holder were to provide services to any Person competing with the Company or any of its Affiliates or Subsidiaries or engaged in a similar business and after that such competition by such Management Holder would result in a significant loss of goodwill by the Company. Therefore, each of the Management Holders agrees that during the period commencing on the date hereof and ending on the third later of (i) the first anniversary of the termination date on which such Management Holder ceases to be a Holder of Common Shares, (ii) the second anniversary of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business Repurchase Event of such Management Holder and (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)iii) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder on which such Management Holder ceases to receive any payments related to salary, bonus or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by severance from the Company or any of its subsidiaries as Subsidiaries (or, in the case of any payment made in a lump sum, the expiration of the date period to which such payment relates) (the “Non-Compete Period”), such Management Holder shall not (and shall cause each of his or its Affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equityholder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business engaged directly or indirectly, anywhere in the Employee's employment is terminated hereunder. In world, in the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses business of the Company and its subsidiaries and not those of the assignee Subsidiaries as currently conducted or proposed to be conducted as of the date Repurchase Event of any such assignment. 10.2 If Management Holder; provided, that nothing herein shall prohibit any of the foregoing provisions relating to the duration, business Management Holders or geographic scope their Affiliates from being a passive owner of this covenant shall be held to be not more restrictive than permitted by the law 2% of the jurisdiction in which the Company seeks enforcement thereof by the final determination outstanding stock of any class of a court corporation which is publicly traded so long as none of competent jurisdiction, and all appeals therefrom shall have failed or such Persons has any active participation in the time for business of such appeals shall have expired, such provision, shall be limited to the extent permitted by lawcorporation. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee During the term of this Agreement the Executive agrees that from and after he shall not work for or be interested in any business which provides services or products which are directly competitive with "primary" services or products offered by the Employer or a subsidiary or affiliate of Employer at any time during his term of employment or at the Executive's termination date hereof and ending on (the third anniversary "Non-Compete Period"). In the event the Executive is terminated For Cause or Executive terminates for other than Good Reason, the Non-Compete Period shall be extended until the earlier of (i) one year; or (ii) the then scheduled expiration of the termination date term of the EmployeeAgreement. In the event the Executive is terminated in a manner in which he is paid severance, his Basic Compensation is continued, or he is paid a lump-sum as though his employment had continued, the Non-Compete Period shall be extended through the period of such severance or compensation continuation. For the purpose of this Agreement, a product or service shall be deemed "primary" only if such service or product constitutes a primary component of the core business of Employer on Executive's employment hereunder he will nottermination date. For the further purposes of this Agreement, directly or indirectly, engage in the term "work for or be concerned with or interested inin any business" means that the Executive is a stockholder, advisedirector, lend money toofficer, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietoremployee, partner, joint venturerindividual proprietor, employerlender or consultant with that business, agent, employee, consultant, officer, beneficial but not if (i) his interest is limited solely to the passive ownership of five percent (5%) or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in of any respect with any class of the businesses equity or debt securities of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder a corporation whose shares are listed for trading on a national securities exchange or which is, directly or indirectly, engaged traded in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunderover-the-counter market. In the event that any part of this agreement Section 9 is assigned to adjudged invalid or unenforceable by any court of record, board of arbitration or judicial or quasi judicial entity having jurisdiction thereof by reason of length of time, geographical coverage, activities covered, or for any other than a subsidiary of reason, then the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing invalid or unenforceable provisions relating to the duration, business or geographic scope of this covenant shall be held deemed reformed and amended to the maximum extent permissible under applicable law and shall be more restrictive than permitted by enforced and enforceable as so amended in accordance with the law intention of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawparties as expressed herein. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from and after A) During the date hereof and ending on period in which the third anniversary Project Entity is a licensee of WCCI, without the termination date prior written consent of the Employee's employment hereunder he will notNYBE, WCCI shall not directly or indirectlyindirectly own, engage operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-Tex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the A.C, ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito restaurant. C) The restrictions on WCCI set forth in Section 3,10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) Such restrictions shall not be concerned with considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or interested inbagel related products, advise, lend money to, guarantee located outside the debts or obligations of, or permit his name or any part thereof to Territory; ii) Such restrictions shall not be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor considered violated by reason of WCCI owning less than a 2% five percent (5%) interest in a publicly held company)) which is competitive in legal entity that owns, develops, constructs, operates or manages any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, restaurant engaged in the designsale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, productionconstruction, marketing operation or distribution management of products quick service fresh-Tex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-Tex- Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3,10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the nature designed, developed, produced marketed or distributed by circumstances under which this Agreement is executed and that such restrictions are necessary to protect the Company or any of its subsidiaries as legitimate interests of the date of the Employee's employment is terminated hereunderparties. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope provision of this covenant shall be held Section 3.10 is determined to be more restrictive than permitted invalid by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a any arbitrator or court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, provisions of this Section 3.10 shall be limited deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the extent permitted by law. 10.3 It is agreed other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that it would be impossible to fully compensate the Company remedy at law for damages for the breach of the obligations any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the Employee hereunder. Accordinglyprovisions of this Section 3.10, the Employee and the Company specifically agree that the Company and any of its affiliates or successors other party shall be entitled entitled, in addition to temporary such other remedies and permanent damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce such obligations and that such relief may be granted without the necessity provisions of proving actual damagesthis Section 3.10.

Non-Competition. 10.1 The Employee agrees (a) Each of AMO and Allergan recognize that from it possesses significant Confidential Information regarding the other party's research and after development, business, customers and existing business practices, and that if AMO or Allergan were to compete with the date hereof other, it would inevitably and ending on unfairly exploit, rely on, or misappropriate the third anniversary other party's Confidential Information. Accordingly, except as otherwise set forth in this Agreement or any of the termination date Ancillary Agreements, AMO and Allergan agree that for a period of three years from the Distribution Date: (i) no member of the Employee's employment hereunder he will not, directly Allergan Group or indirectly, any Affiliate thereof shall: (A) engage in research and development regarding, nor shall it manufacture, market, sell, distribute, promote or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed bydetail, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner Optical Medical Device (other than a Delivery Device) or any product or product candidate in any of the same lines of business as those comprising the AMO Business; provided, however, that Allergan shall be permitted to research, develop, manufacture, market, sell, distribute, promote or detail any product so long as such product is not in the AMO Business as of the Distribution Date and is indicated for a passive investor owning less use similar to a product in the Allergan Business as of the Distribution Date, or (B) except pursuant to a change of control described in Section 10.02(b), acquire a joint venture or equity interest in any entity that engages in research and development regarding, or manufactures, markets, sells, distributes, promotes or details, any Optical Medical Device (other than a Delivery Device) or any product or product candidate in any of the same lines of business as those comprising the AMO Business; and (ii) no member of the AMO Group or any Affiliate thereof shall: (A) engage in research and development regarding, nor shall it manufacture, market, sell, distribute, promote or detail, any Pharmaceutical or biological or any product or product candidate in any of the same lines of business as those comprising the Allergan Business, including without limitation, any Delivery Devices; provided, however, that AMO may continue to engage in research and development regarding, and manufacture, market, sell, distribute, promote and detail, any product or product candidate (other than a Refresh Product or any other product containing (1) carboxymethylcellulose or (2% interest in a publicly held company)) castor oil, Pemulin(R)and polysorbate 80) which is competitive a contact lens lubricant or rewetting drop, even though the product is indicated for irritation, discomfort, dryness, blurring, itchiness and other similar symptoms associated with contacts lens wear, so long as the product is labeled solely for use with contact lenses and so long as the product is only detailed, marketed, sold, promoted and distributed for use with contact lenses, or (B) except pursuant to a change of control described in Section 10.02(b), acquire a joint venture or equity interest in any respect with entity that engages in research and development regarding, or manufactures, markets, sells, distributes, promotes or details, any Pharmaceutical or biological or any product or product candidate in any of the businesses same lines of business as those comprising the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignmentAllergan Business. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from Because of the Company Group’s legitimate business interest as described herein and after the date hereof good and ending valuable consideration offered to the Optionee, during the term of employment and for the one (1) year, to run consecutively, beginning on the third anniversary last day of the termination date Optionee’s employment with the Company, for any reason or no reason and whether employment is terminated at the option of the Employee's employment hereunder he will notOptionee or the Company, the Optionee agrees and covenants not to engage in Prohibited Activity within (a) all counties in the States of Nevada; (b) all other states of the United States of America from which the Company derived revenue or conducted business at any time during the term of employment; and (c) any other countries from which the Company derived revenue or conducted business at any time during the term of employment. For purposes of this Section 2, “Prohibited Activity” is activity in which the Optionee contributes his or her knowledge, directly or indirectly, engage in whole or be concerned with or interested inin part, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint ventureran employee, employer, owner, operator, manager, advisor, consultant, agent, employee, consultantpartner, director, stockholder, officer, beneficial volunteer, intern, or record owner (any other than similar capacity to an entity engaged in the same or similar business as a passive investor the Company Group, including those engaged in the business of modular building construction. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information, or Confidential Information. Nothing herein shall prohibit the Optionee from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a 2% interest in passive investment and that the Optionee is not a publicly held company)) which is competitive controlling person of, or a member of a group that controls, such corporation. This Exhibit B does not, in any respect way, restrict or impede the Optionee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder applicable law or which is, directly regulation or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination valid order of a court of competent jurisdictionjurisdiction or an authorized government agency, and all appeals therefrom provided that such compliance does not exceed that required by the law, regulation, or order. The Optionee shall have failed or the time for promptly provide written notice of any such appeals shall have expired, such provision, shall be limited order to the extent permitted by lawCEO. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from and after During (i) the date hereof and ending on the third anniversary of the termination date of the EmployeeExecutive's employment hereunder he will notwith the Company and (ii) the two (2) year period immediately following the Executive's Date of Termination, the Executive (A) shall not engage, anywhere within the geographical areas in which any Sunbeam Entity is then conducting its business operations, directly or indirectly, engage alone, in or be concerned association with or interested inas a shareholder, adviseprincipal, lend money toagent, guarantee the debts partner, officer, director, employee or obligations ofconsultant of any other organization, or permit his name or any part thereof to be used or employed by, in any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, "Competitive Business") which competes with any business then being conducted by such Sunbeam Entity; (B) shall not solicit or encourage any officer, beneficial employee or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with consultant of any of the businesses Sunbeam Entities to leave the employ of any of the Company Sunbeam Entities for employment by or with any Competitive Business; and its subsidiaries as conducted as (C) shall not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the date customers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Employee's employment is terminated hereunder Executive while employed by the Company; provided, however, that nothing herein shall prohibit the Executive from owning a maximum of two percent (2%) of the outstanding stock of any publicly traded corporation. Following the Date of Termination, ownership by the Executive of not more than five percent (5%) of any publicly traded corporation shall not constitute a violation hereof. If, at any time, the provisions of this Section 14(c) shall be determined to be invalid or which isunenforceable, directly by reason of being vague or indirectlyunreasonable as to area, engaged in duration or scope of activity, this Section 14(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 14(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. For purposes of this Section 14(c), the design, developmentmanufacture and marketing of outdoor barbecue grills and small kitchen appliances shall be construed to be a Competitive Business; provided, productionhowever, marketing or distribution that the gross revenues derived from sales of such products by such competitor are greater than the lesser of the nature designed, developed, produced marketed or distributed by the Company or any (i) 10% of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company total revenues and its subsidiaries and not those of the assignee as of the date of any such assignment(ii) $500,000,000. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee (a) As a material inducement for RCM to enter into this Agreement ▇▇▇▇ agrees that from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will not, for a period of four (4) years following the Closing Date (the "Restricted Period") within a radius of two hundred fifty (250) miles of Milwaukee, Wisconsin, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietoremployee, owner, partner, joint venturer, employer, agent, employeedirector, consultantofficer or shareholder, officerengage in the business of contract or temporary staffing of technical personnel. As used herein "technical personnel" means information technology, beneficial engineering and manufacturing professional personnel. Without limiting the generality of the foregoing ▇▇▇▇ shall not do any of the following: (i) Solicit, divert, accept business of contract or record owner temporary staffing of technical personnel from any client of Acquiree who is or was a client during the term of ▇▇▇▇'▇ affiliation with Acquiree, including all clients directly or indirectly produced or generated by ▇▇▇▇. (other than as a passive investor owning less than a 2% interest in a publicly held company)ii) which is competitive in any respect Solicit, induce or contract with any of the businesses Acquiree's employees to leave Acquiree or to work for ▇▇▇▇ or any company with which ▇▇▇▇ is connected. (iii) Solicit, divert or take away any of Acquiree's sources of business of contract or temporary staffing of technical personnel. (b) The provisions of this Section shall be construed as an agreement independent of any other provision of this Agreement and the existence of any claim or cause of action by ▇▇▇▇ against Acquiree whether arising out of this Agreement or otherwise shall not constitute a defense to the enforcement by Acquiree of the Company and its subsidiaries as conducted as provisions of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignmentparagraph. 10.2 If (c) ▇▇▇▇ agrees that a violation of any of the foregoing provisions relating of Section 5.4(a) hereof will cause irreparable damage to Acquiree the duration, business or geographic scope exact amount of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would will be impossible to fully compensate the Company ascertain and, for damages for breach of the obligations of the Employee hereunder. Accordinglythat reason, the Employee and the Company specifically agree ▇▇▇▇ agrees that the Company and any of its affiliates or successors Acquiree shall be entitled to temporary and permanent injunctive relief restraining any violation of this Section 5.4(c) hereof by any Acquiree Shareholder and any person, firm or corporation associated with him, such right to enforce be cumulative and in addition to all other remedies available to Acquiree by reason of such obligations and that such relief may be granted without the necessity of proving actual damagesviolation.

Non-Competition. 10.1 The Employee (a) Notwithstanding any written agreement to the contrary, during the Restricted Term (as defined below), Equityholder agrees that from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will not, Equityholder shall not act directly or indirectly, engage indirectly in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business capacity (whether as a an employee, agent, consultant, advisor, independent contractor, proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial director, manager, owner, financier, joint venturer or record owner (otherwise) for a Restricted Business in the Restricted Territory other than as Buyer or an Affiliate of Buyer, or permit his/her name to be used in connection with a passive investor owning less than a 2% interest in a publicly held company)Restricted Business. (b) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which isNotwithstanding Section 2(a) above, Equityholder may own, directly or indirectlyindirectly (through a mutual fund or partnership that Equityholder does not have the power or ability to make investment decisions on behalf of) up to five percent (5%) of any class of securities of any company, engaged enterprise or entity conducting Restricted Business in the designRestricted Territory (but without otherwise participating in the activities of such company, development, production, marketing enterprise or distribution entity). (c) The term of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause provision shall refer commence on the Effective Date and shall extend through the fifth (5th) anniversary of the Effective Date (such period, the “Restricted Term”). (d) It is the intention of the Parties that the covenants contained in this Section 2 be enforced to the businesses of the Company greatest extent (but to no greater extent), as to time, geography, and its subsidiaries and not those of the assignee scope, as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than is permitted by the law of the that jurisdiction whose law is found to be applicable to any acts in breach of these covenants. These covenants shall be governed by and construed according to that law (from among those jurisdictions arguably applicable to this Agreement and those in which the Company seeks enforcement thereof by the final determination a breach of a this Agreement is alleged to have occurred or to be threatened) which best gives them effect. If any court of competent jurisdictionjurisdiction shall determine that the provisions of this Section 2 exceed the time, and all appeals therefrom shall have failed geographic or the time for such appeals shall have expired, such provision, shall be limited to the extent scope limitations permitted by law. 10.3 It is agreed that it would applicable laws, then such provisions shall nevertheless be impossible to fully compensate enforceable by such court against the Company for damages for breach of the obligations of the Employee hereunder. AccordinglyEquityholder upon such shorter term, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce within such obligations and that such relief lesser geographic area or scope, as may be granted without the necessity of proving actual damagesdetermined by such court to be reasonable and enforceable.

Non-Competition. 10.1 The Employee agrees that from and after During the date hereof and ending three-year period commencing on the third anniversary Effective Date and, if longer, while employed by Furniture Brands, and for a period of one year after termination of employment, Executive shall not, without the termination date prior written consent of the Employee's employment hereunder he will notFurniture Brands, directly or indirectly, engage own, control, finance, manage, operate, join or participate in the ownership, control, financing, management or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations operation of, or permit his name be connected as an employee, consultant or in any part thereof to be used or employed byother capacity with, any business engaged in the manufacture or distribution of residential furniture in the United States. Nothing in this Section 6 shall, however, restrict Executive from making investments in other ventures which are not competitive with Furniture Brands, or restrict Executive from owning less than one percent (whether as 1%) of the outstanding securities of companies listed on a proprietornational stock exchange or actively traded in the "over-the-counter" market. In addition, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner if the Employment Period is terminated by Furniture Brands (other than as a passive investor owning less than a 2% interest for Cause) and the Executive elects to forego the payments called for in a publicly held company)) which is competitive in any respect with Sections 4 and 5 hereof, the provisions of this Section 6 shall not apply. Should any of the businesses terms of this Section 6 be found to be unenforceable because they are over- broad in any respects then they shall be deemed amended to the extent, and only to the extent, necessary to render them enforceable. Both parties stipulate that money damages would be inadequate to compensate for any breaches of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope terms of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdictionSection 6, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may terms shall be granted enforceable through appropriate equitable relief, without the necessity of proving actual damagesdamages and to an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights and remedies to which Furniture Brands may be entitled.

Non-Competition. 10.1 The Employee agrees that from During the Executive’s employment and after through the date hereof and ending on the third two (2) year anniversary of the termination date Termination Date (the “Non-Compete Period”), the Executive shall not (without the prior written consent of the Employee's employment hereunder he will notCompany), directly or indirectly, (i) engage in or be concerned with or interested inany Competitive Business, advise, lend money to, guarantee the debts or obligations of, or permit his name or (ii) render any part thereof services to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest Competitive Business in a publicly held company)) which is competitive in any respect with any manner that enhances the capacity of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged such Competitive Business to engage in the design, development, production, marketing sale, provision or distribution of products of the nature designedor services similar to those produced, developedsold, produced marketed distributed or distributed provided by the Company or any of its subsidiaries Affiliates, or (iii) acquire a financial interest in any Competitive Business. For purposes of this Section 10(b): (A) the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer of or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise (provided that licensors of technology shall only be covered if the Executive is personally working on technology for a Competitive Business and such technology is not technology that is generally available to a broad group of customers), and (B) the term “Competitive Business” shall mean a business that engages in the production, sale, provision or distribution of products or services similar to those produced, sold, distributed or provided by the Company or any of its Affiliates during the three (3) year period ending on the Termination Date. Notwithstanding the foregoing, nothing contained herein will prevent the Executive from engaging in any activity (including those described in the first sentence of this Section 10(b)) for or with respect to any subsidiary, division or affiliate or unit (each a “Unit”) of an entity that is a Competitive Business, so long as that Unit is not itself a Competitive Business and so long as the Executive is not providing services, or is actively involved in the supervision of other Persons who are providing services, to any other Unit of such entity or business that is a Competitive Business. In addition, notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the date outstanding equity securities of any class of a corporation or other entity that is publicly traded, or not more than two percent (2%) of any non-voting equity securities or debt securities of any corporation or other entity, so long as the Executive has no active participation in the business of such corporation or other entity (including, without limitation, serving as a member of the Employee's employment is terminated hereunderboard of directors or as a consultant). In the event that this agreement is assigned to any entity other than a subsidiary The obligations of the Company, Executive under this non-competition clause Section 10(b) shall refer apply to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of (x) any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business geographic area or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction territory in which the Company seeks enforcement thereof or any of its Affiliates is engaged in business as of the Termination Date, and (y) any prospective geographic area or territory that within the six (6) months preceding the Termination Date, has been the subject of serious consideration by the final determination Company or any of its Affiliates as a court business location and which the Executive is or has been made aware of. For purposes of competent jurisdictionthis Section 10(b), and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, “Affiliates” shall be limited to those Affiliates who are engaged in the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate same or substantially related business as the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and or any of its affiliates subsidiaries and other Affiliates in which the Company, directly or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without indirectly, owns 20% or more of the necessity of proving actual damagesequity interests.

Non-Competition. 10.1 The Employee agrees that from and after (a) For a period commencing on the date hereof and ending on the third earlier of (i) termination of the Merger Agreement or (ii) the three-year anniversary of the termination date of hereof (the Employee's employment hereunder he will not“Restricted Period”), the Stockholder shall not engage, directly or indirectly, engage in any business anywhere in the world that manufactures, produces or be concerned with supplies products or interested inservices of the kind manufactured, adviseproduced or supplied by Parent, lend money toany Subsidiary of Parent set forth on Annex A hereto that is engaged in the Business, guarantee the debts or obligations of, or permit his name Company or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted Subsidiary as of the date hereof or, without the Employee's employment is terminated hereunder or which isprior written consent of Parent, directly or indirectly, engaged own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in as an officer, employee, partner, stockholder, consultant or otherwise, any Person that competes with Parent, the designBusiness, developmentthe Company or any Company Subsidiary in manufacturing, production, marketing producing or distribution of supplying products or services of the nature designed, developedkind manufactured, produced marketed or distributed supplied by the Company or any of its subsidiaries Company Subsidiary as of the date hereof; provided, however, that, (i) ownership of securities having no more than five percent of the Employee's employment is terminated hereunder. In outstanding voting power of any competitor which are listed on any national securities exchange shall not be deemed to be in violation of this Agreement as long as the event Person owning such securities has no other connection or relationship with such competitor and (ii) ownership of securities or equity interests in any investment company, mutual fund, equity fund, diversified portfolio company or other mutual pooled investment (each, an “Investment Company”), shall not be deemed to be in violation of this Agreement as long as the Person owning such securities has no active participation in the management of such Investment Company. (b) As a separate and independent covenant, the Stockholder agrees with Parent and Purchaser that, for a period of three years following the date hereof, the Stockholder will not in any way, directly or indirectly, for the purpose of conducting or engaging in any business that this agreement is assigned to any entity other than a subsidiary manufacturers, produces or supplies products or services of the Companykind manufactured, this non-competition clause shall refer to produced or supplied by Parent any Subsidiary of Parent set forth in Annex A hereto that is engaged in the businesses of Business, the Company and its subsidiaries and not those of the assignee or any Company Subsidiary as of the date of hereof, call upon, solicit, advise or otherwise do, or attempt to do, business with any such assignment. 10.2 If any customers of the foregoing provisions relating Company or any Company Subsidiary with whom the Company or any Company Subsidiary had any dealings during the period of time in which the Stockholder was a stockholder of the Company or take away or interfere or attempt to the durationinterfere with any customer, trade, business or geographic scope patronage of this covenant Parent, any Subsidiary of Parent set forth in Annex A hereto that is engaged in the Business, the Company or any Company Subsidiary, or interfere with or attempt to interfere with any officers, employees, representatives or agents of Parent, any Subsidiary of Parent, the Company or any Company Subsidiary, or induce or attempt to induce any of them to leave the employ of Parent, any Subsidiary of Parent, the Company or any Company Subsidiary or violate the terms of their contracts, or any employment arrangements, with Parent, any Subsidiary of Parent, the Company or any Company Subsidiary; provided, however, that the foregoing will not prohibit (i) a general solicitation to the public of general advertising or (ii) the Stockholder from purchasing consumer products sold, manufactured or produced by any customer of the Company or any Company Subsidiary. (c) The Restricted Period shall be held to be more restrictive than permitted extended by the law length of the jurisdiction in any period during which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It Stockholder is agreed that it would be impossible to fully compensate the Company for damages for in breach of the obligations terms of this Section 1. (d) The Stockholder acknowledges that the covenants of the Employee hereunderStockholder set forth in this Agreement are an essential element of the transactions contemplated by the Merger Agreement and that, but for the agreement of the Stockholder to comply with these covenants, Parent and Purchaser would not have entered into the Merger Agreement. Accordingly, the Employee and the Company specifically agree The Stockholder acknowledges that the Company agreements contained herein are independent covenants that shall not be affected by performance or nonperformance of the Merger Agreement by Parent or Purchaser. The Stockholder has had the opportunity to independently consult with his counsel regarding whether the covenants contained herein are reasonable and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesproper.

Non-Competition. 10.1 The Employee Executive agrees that from and after for a period of twelve (12) months following the date hereof and ending on Date of Termination, unless the third anniversary Date of Termination is the termination date of the Employee's employment hereunder Expiration Date, he will not, not directly or indirectlyindirectly own, engage manage, operate, control or participate in the ownership, management, operation or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations control of, or permit his name or any part thereof to be used or employed byconnected as an officer, any business (whether as a proprietoremployee, partner, joint venturerdirector or otherwise with, employeror have any financial interest in, agentor aid or assist anyone else in the conduct of, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in solicit any respect with any of the businesses employees of the Company and its subsidiaries as on behalf of, any entity or business which competes directly with any business conducted as by the Company or by any group, division or subsidiary of the date Company, in any area where such business is being conducted or is proposed to be conducted at the Employee's Date of Termination; provided, however, that this provision shall not apply if Executive or the Company terminates his employment on the Expiration Date. It is terminated hereunder or which isunderstood and agreed that, directly or indirectly, engaged in for the design, development, production, marketing or distribution of products purposes of the nature designedforegoing provisions of this Section 6, developed, produced marketed or distributed (i) no business shall be deemed to be a business conducted by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a group, division or subsidiary of the Company, this non-competition clause shall refer to the businesses unless not less than five percent (5%) of the Company and its subsidiaries and Company’s consolidated gross sales or operating revenues is derived from, or not those less than five percent (5%) of the assignee as Company’s consolidated assets are devoted to, such business; and (ii) no business conducted by any entity by which the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Company unless it is one from which five percent (5%) or more of its consolidated gross sales or operating revenues is derived, or to which five percent (5%) or more of its consolidated assets are devoted; provided, however, that if the actual gross sales or operating revenues or assets of such entity derived from or devoted to such business is equal to or in excess of 10% of the date most nearly comparable figure for the Company, such business of such entity shall be deemed to be competitive with a business of the Company. Furthermore, ownership of not to exceed five percent (5%) of the voting stock of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope publicly held corporation shall not constitute a violation of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination Section 6, and ownership of a court partial equity interest in ▇▇▇▇▇▇▇ Foot Form also shall not constitute a violation of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawthis Section 6. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from and after the date hereof and ending on the third anniversary In consideration of the termination date payments and benefits to be received by Executive under this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive agrees that, during the Employee's employment hereunder he Non-Competition Period (as hereinafter defined), Executive will notrefrain from carrying on any business, directly or indirectly, engage which provides any USI Business, except (i) in the normal course of business on behalf of any USI Company during the term of Executive’s employment under this Agreement or be concerned (ii) with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or Company’s prior written consent. The term “carrying on any part thereof business” shall mean to be used or employed by, any business (whether act as a sole proprietor, partner, member of a limited liability company, stockholder, officer, director, employee, manager, trustee, agent, advisor, joint venturer, employeror consultant of, agentwith or to, employeeany business, consultantor otherwise to own, officermanage, beneficial operate, control or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged participate in the designownership, developmentmanagement, productionoperation or control of, marketing or distribution engage in, any business. The Non-Competition Period shall mean the period beginning on the effective date of products of this Agreement and ending on the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as first anniversary of the date of Executive’s termination of employment. It is expressly agreed that this Section 7.2 is not intended to restrict or prohibit either (i) the Employee's employment is terminated hereunderownership by Executive of stock or other securities of a publicly-held corporation in which Executive does not (a) possess beneficial ownership of more than 5% of the voting capital stock of such corporation or (b) participate in any management or advisory capacity, or (ii) Executive’s acts as a shareholder and director of a business in the context of private equity group investments. In the event addition, it is also agreed that this agreement Section 7.2 shall not prohibit Executive from serving as a director pursuant to the terms of Section 2.3 during the term of his employment under this Agreement. It is assigned to any entity other than a subsidiary the desire and intent of the Company, this non-competition clause shall refer to parties that the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant Section 7.2 shall be enforced under the laws and public polices applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 7.2 is adjudicated to be invalid or unenforceable or shall for any reason be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdictionexcessively broad as to duration, and all appeals therefrom shall have failed geographic scope, activity or the time for such appeals shall have expiredsubject, such provision, it shall be limited construed by limiting and reducing it, so as to be enforceable to the extent permitted by law. 10.3 It is agreed that it would compatible with applicable laws and such provision shall be impossible deemed modified and amended to fully compensate the Company for damages for breach extent necessary to render such provision enforceable in such jurisdiction. If Executive challenges the enforceability of the obligations provisions of the Employee hereunder. Accordinglythis Section 7.2 in whole or in part, the Employee Executive shall, immediately upon such challenge, forfeit any right to any payments and the Company specifically agree benefits under this Agreement that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damageshe has not already received.

Non-Competition. 10.1 The Employee (a) Seller agrees that from and after for a period beginning at the date hereof Closing and ending on the third five (5) year anniversary of the termination date of the Employee's employment hereunder he will Closing, it shall not (i) engage, either directly or indirectly, engage in as a principal or be concerned for its own or another’s account, solely or jointly with or interested in, advise, lend money to, guarantee the debts or obligations ofothers, or permit his name through any form of ownership in another entity or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner otherwise (other than as a passive investor owning less than a 2by holding or having ownership of up to 4.99% of the equity, interest or voting power in a any publicly held traded company)) which is competitive , in any respect with any business that operates in the field of the businesses Acquired Business, except for the activity related to the activities specified in sub sections (i) and (ii) under the definition of the Company Excluded Assets, and except for the petroleum business which competes with Buyer; (ii) employ or solicit or offer or induce or receive or accept the performance of services by any Assumed Employee; and In addition to the foregoing, Seller will act in good faith and use best efforts, whenever required, to prevent an Adverse impact on the business relationship between Buyer and any customer, suppliers, distributors, licensors, licensees, and others having business dealings with Seller in connection with the Acquired Business prior to the Closing Date. In any event where Seller shall be approached by any customer, suppliers, distributors, licensors, licensees, and others in connection to the Acquired Business, Seller shall advise Buyer of such approach in writing and shall refer such Person or Entity to Buyer. (b) Seller shall use its subsidiaries as conducted as best efforts to cause all of its directors, officers and employees to execute a similar undertaking set forth in subsection (a) above, towards Buyer. (c) Buyer agrees that for a period beginning at the Closing and ending on the five (5) year anniversary of the date the Employee's employment is terminated hereunder or which isClosing, it shall not: (i) engage, either directly or indirectly, engaged as a principal or for its own or another’s account, solely or jointly with others, or through any form of ownership in the design, development, production, marketing another entity or distribution otherwise (other than by holding or having ownership of products up to 4.99% of the nature designedequity, developedinterest or voting power in any publicly traded company), produced marketed or distributed by in any activity related to the Company or any of its subsidiaries as activities specified in sub sections (i) and (ii) under the definition of the date Excluded Assets; (ii) employ or solicit or offer or induce the performance of services by any employees of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and Seller which are not those of the assignee as of the date of any such assignmentAssumed Employees. 10.2 If any of (d) Buyer shall use its best efforts to cause all the foregoing provisions relating Assumed Employees to the durationexecute a similar undertaking as set forth in subsection (c) above, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawtowards Seller. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The A. Employee agrees that from is familiar with the business of Company, the commercial and after the date hereof and ending on the third anniversary competitive nature of the termination date industry, and with his extraordinary and unique services and abilities which enable him to seek and obtain similar employment in the broadcast industry. Employee recognizes that the value of Company's business would be injured if Employee obtained comparable employment with any of Company's competitors which own broadcast properties within any of the Employee's employment hereunder he markets in which the Company owns broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. For purposes of this Section 12A, the day before a Change of Control shall be applicable for determining limitations on broadcast markets if this Agreement terminates as a direct or indirect result of the Change of Control; otherwise, the day before the Agreement expires/terminates shall be the applicable date for these purposes. Employee further recognizes that such injury could not be reasonably or adequately compensated by monetary compensation. For these reasons, upon the expiration/termination of this Agreement under either Section 8 or 9, Employee will not, directly for a period equal to the number of months for which severance benefits are payable to Employee under either Section 8B or indirectly9B(3), engage in but not more than one (1) year (the "Non-Competition Term"), perform services for any other person or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive entity in any respect with broadcast market in which Company owns any of the businesses of the Company and its subsidiaries as conducted broadcast properties as of the date day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Nothing in this Section 12 shall prevent Employee from performing services, during the Non-Competition Term, for any person or entity in broadcast markets in which Company owns no broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Furthermore, this Section 12 shall not prevent Employee from performing services during the Non-Competition Term in broadcast markets in which the acquiring company owns broadcast properties on the day before a Change of Control becomes effective. B. During the Non-Competition Term, Employee shall not either directly or indirectly employ, solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any other employee of Company. C. It is understood and agreed that part of the consideration for this non-competition covenant is the employment of Employee by Company and such employment is being made in reliance on this non-competition covenant and the protection it affords from the irreparable injury Company would suffer should Employee compete with or serve a competitor of Company in violation of the provisions of this non-competition covenant. Employee hereby acknowledges and agrees that it is impossible to measure in monetary terms the damages which will accrue to Company by reason of Employee's employment is terminated hereunder or which isfailure to perform any of his obligations under this non-competition covenant. Accordingly, directly or indirectlyif Company, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as successors or assigns, shall institute an action or proceeding to enforce the provisions of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause covenant, Company shall refer be entitled to injunctive or other equitable relief, in addition to damages in an action at law, to prevent the failure to perform or other violation of the provisions of this Agreement. D. Employee acknowledges that he has carefully read and considered the provisions of this Section 12 and agrees that the restrictions herein contained, including but not limited to the businesses time period and geographical areas of restriction, are fair and reasonable, are common in the Company broadcast industry, and its subsidiaries and not those are reasonably required for the protection of Company. Employee acknowledges that he has had the assignee as of the date opportunity to consult with his attorney, and/or agent in connection with this Section 12. E. If at any time all or any part of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope provision of this covenant Section 12 shall be held to be more restrictive than permitted by the law of the invalid or unenforceable in any particular jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expiredcircumstance, such provision, provision shall be limited enforceable in all other jurisdictions or circumstances and the remaining provisions of this Section 12 and this Agreement shall nevertheless continue to be valid and enforceable to the fullest extent permitted by lawlaw as though any invalid or unenforceable provision had not been included herein. 10.3 It F. If the scope of any restriction contained in this Section 12 is agreed that it would be impossible too broad to fully compensate the Company for damages for breach permit enforcement of the obligations of the Employee hereunder. Accordinglysuch restriction to its full extent, the Employee and the Company specifically agree that the Company and any of its affiliates or successors then such restriction shall be entitled enforced to temporary the maximum extent permitted by law and permanent injunctive relief Employee hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesrestriction.

Non-Competition. 10.1 The Provided that this Agreement has not been breached by the Corporation, the Employee agrees that from and he shall not at any time prior to one (1) year after the date hereof and ending on expiration or termination of his employment with the third anniversary Corporation, own, manage, operate, be a director or an employee of, or a consultant to any person, business, corporation, partnership, trust, limited liability company or other firm or enterprise ("PERSON") which is engaged in marketing, selling or distributing products or in developing product candidates in the United States which are directly competitive with products or product candidates in development as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination date of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged and/or described in the design, development, production, marketing or distribution of products of Corporation's most recent filing on Form 10-K with the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries Securities and Exchange Commission as of the date of the termination of the Employee's employment employment. If any of the provisions of this section, or any part thereof, is terminated hereunderhereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that this agreement is assigned to the courts of any entity other than a subsidiary one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the Companyscope thereof or otherwise, this non-competition clause shall refer it is the intention of the parties hereto that such determination not bar or in any way affect the Corporation's right to the businesses of relief provided for herein in the Company and its subsidiaries and not those of the assignee as of the date courts of any other jurisdictions as to breaches or threatened breaches of such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordinglyother jurisdictions, the Employee above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesindependent covenants.

Non-Competition. 10.1 The Provided that this Agreement has not been breached by the Corporation, the Employee agrees that from and he shall not at any time prior to one (1) year after the date hereof and ending on expiration or termination of his employment with the third anniversary Corporation, own, manage, operate, be a director or an employee of, or a consultant to any person, business, corporation, partnership, trust, limited liability company or other firm or enterprise ("Person") which is engaged in marketing, selling or distributing products or in developing product candidates in the United States which are directly competitive with products or product candidates in development as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination date of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged and/or described in the design, development, production, marketing or distribution of products of Corporation’s most recent filing on Form 10-K with the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries Securities and Exchange Commission as of the date of the termination of the Employee's employment ’s employment. If any of the provisions of this section, or any part thereof, is terminated hereunderhereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that this agreement is assigned to the courts of any entity other than a subsidiary one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the Companyscope thereof or otherwise, this non-competition clause shall refer it is the intention of the parties hereto that such determination not bar or in any way affect the Corporation's right to the businesses of relief provided for herein in the Company and its subsidiaries and not those of the assignee as of the date courts of any other jurisdictions as to breaches or threatened breaches of such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordinglyother jurisdictions, the Employee above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesindependent covenants.

Non-Competition. 10.1 The Employee agrees that from (a) During the period commencing on the Closing Date and ending four (4) years after the date hereof Closing Date, Sellers shall not, and ending on the third anniversary of the termination date of the Employee's employment hereunder he will notshall cause their Affiliates not to, directly or indirectly, engage in any capacity (i) develop, construct, lease, own, manage, operate or be concerned control any Prohibited Business that is located within the Territory, (ii) manage or provide management or consulting services to, or participate in the management or control of, any Person with respect to the development, construction, ownership or interested operation of any Prohibited Business that is located within the Territory, or (iii) own a financial interest in, advise, or lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest Person that engages in a publicly held company)) which is competitive in any respect with any of the businesses activities described in clauses (i) and (ii), above; provided, however, that Sellers may (x) acquire a Person that engages in the Prohibited Business, among other activities of such Person, in the Company Territory, provided that such Person’s EBITDA from the conduct of such Prohibited Business in the Territory does not exceed 10% of its total EBITDA for the completed portion of its then current fiscal year and its subsidiaries as conducted as the full fiscal year immediately prior to such acquisition, and (y) enter into, at arm’s length, any bona fide joint venture (or partnership or other business arrangement) for the development or operation of a business that is not a Prohibited Business in the date the Employee's employment Territory with any Person who is terminated hereunder or which is, not directly or indirectly, engaged in the designProhibited Business in the Territory but which is an Affiliate of another Person engaged in the Prohibited Business in the Territory; provided, developmentfurther, production, marketing that nothing contained in this Section 10.8 shall prohibit or distribution otherwise restrict Sellers’ current or future operation of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunderinpatient rehabilitation facilities. In the event that this agreement is assigned Sellers or their Affiliates complete a transaction described in Section 10.8(a)(x), Sellers or their Affiliates shall offer the acquired Prohibited Business in the Territory to any entity LifeCare at a purchase price equal to the greater of fair market value or the purchase price allocated to the Prohibited Business in the overall transaction (unless Sellers notify LifeCare that Sellers intend to convert such Prohibited Business to a business line other than a subsidiary Prohibited Business and thereafter complete such conversion within twelve (12) months after the completion of such purchase). LifeCare shall have a period of sixty (60) days from and after the Companyreceipt of Sellers’ written offer to notify Sellers in writing of its decision to purchase such Prohibited Business. During such sixty (60) day period, this non-competition clause Sellers shall refer grant LifeCare access to the businesses plant, properties, equipment, books, records and personnel of such Prohibited Business for purposes of LifeCare’s due diligence. If LifeCare timely notifies Sellers in writing that it intends to purchase such Prohibited Business, the Company and its subsidiaries and not those of the assignee as of the date of any purchase agreement for such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant transaction shall be held upon terms and conditions substantially similar to this Agreement. If LifeCare fails to respond to Sellers’ offer within sixty (60) days after the receipt of same, LifeCare shall be deemed to have declined Sellers’ offer to purchase such Prohibited Business and Sellers shall not be deemed to be more restrictive than permitted by the law in violation of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.this

Non-Competition. 10.1 The Employee agrees that during his employment by the Company (which shall be deemed to include the period in which Employee is receiving any severance payments set forth in Section 7(g) hereto) and for a period of three (3) years from and after the date hereof and ending on the third anniversary of the termination date or expiration of the Employee's employment hereunder he will with the Company (or Zygo as the case may be) (the "Non-Competitive Period"), Employee shall not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietorowner, partner, joint venturer, employerstockholder, employee, broker, agent, employeeprincipal, consultanttrustee, corporate officer, beneficial director, licensor, or record owner in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company, Zygo or any of their respective subsidiaries or affiliates which are being sold or provided or reasonably proposed to be provided at the time of termination or expiration of Employee's employment, in any geographic area where, at the time of the termination or expiration of his employment hereunder, the business of the Company, Zygo or any of their respective subsidiaries or affiliates was being conducted or was proposed to be conducted in any manner whatsoever; PROVIDED, HOWEVER, that in the event Employee is terminated by the Company without justifiable cause or for Good Reason, the Non-Competitive Period shall be reduced to the later of (other than as a passive investor owning less than a 2% interest in a publicly held company)i) one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to section 7(h)(ii) or (ii) three (3) years from the date of the Effective Time of the Merger; PROVIDED FURTHER, that Employee may own any securities of any corporation which is competitive engaged in such business and is publicly owned and traded but in an amount not to exceed at any respect with one time two percent (2%) of any class of the businesses stock or securities of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which issuch corporation. In addition, Employee shall not, directly or indirectly, engaged in during the designNon-Competitive Period, developmentrequest or cause contracting parties, productionsuppliers or customers with whom the Company, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company Zygo or any of its their respective subsidiaries as or affiliates has a business relationship to cancel or terminate any such business relationship with the Company, Zygo or any of their respective subsidiaries or affiliates or solicit, interfere with, or entice from the date Company, Zygo or any of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to their respective subsidiaries or affiliates, or otherwise hire, any entity other than a subsidiary employee (or former employee) of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If Zygo or any of the foregoing provisions relating to the duration, business their respective subsidiaries or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawaffiliates. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from 10.2.1 During the term of this Agreement, neither Swico nor its Affiliates shall without the prior consent of MGI, within any country where the Company regularly conducts business and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will notdistributes products, directly or indirectlyindirectly distribute, engage in sell or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or market any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which fashion watch brand that is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or licensed brand distributed by the Company or on behalf of MGI or any of its subsidiaries as Affiliates in such country. Whether any fashion watch brand is competitive with any of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer MGI’s or its Affiliates’ licensed brands will be determined where applicable by reference to the businesses applicable licence agreement itself; provided however that brands marketed by or on behalf of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing following companies or their Affiliates shall be deemed to be competitive with the MGI licensed brands: Fossil, Swatch Group, ▇▇▇▇▇▇▇▇ International, Egana, Binda, ▇▇▇▇▇▇ and Advance. Whether any other fashion brand shall be considered to be competitive with any MGI licensed brand shall be determined using reasonable judgment after taking into consideration brand message, price, market position, final consumer profile and placement at point of sale. The Shareholders will consider appropriate exemptions from this provision in the event the Company commences to distribute products in any country other than the United Kingdom, where Swico or any of its Affiliates have pre-existing business. 10.2.2 If Swico breaches any of the provisions relating of Clause 10.2.1 (the “Non-Compete Covenant”), MGI shall be released from its obligation to appoint the Company as distributor for any new MGI licensed brands. 10.2.3 Swico agrees that the Non-Compete Covenant is reasonable in geographical and temporal scope and in all other respects. If any court determines that the Non-Compete Covenant, or any part thereof, is invalid or unenforceable, the remainder thereof shall not thereby be affected and shall be given full effect without regard to the duration, business invalid portions. 10.2.4 If any court determines that the Non-Compete Covenant is unenforceable because of the duration or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be limited to the extent permitted by lawenforceable. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee (a) In consideration of the purchase of the Business by Buyer, Seller agrees that from the Closing Date until three (3) years after the Closing Date, Seller shall not, and shall cause its affiliates (other than ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Limited) not to, within any jurisdiction in which the Business is doing business as of the Closing Date, directly or indirectly own, manage, operate, control or participate in the ownership, management, operation or control of any business manufacturing or converting premium fine papers of the type manufactured or converted by the Business as of the Closing Date and competitive with that conducted by the Business as of the Closing Date (a “Competing Business”). (b) It is the desire and intent of the parties to this Agreement that the provisions of this Section 5.9 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 5.9 shall be adjudicated to be invalid or unenforceable, this Section 5.9 shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of such section in the particular jurisdiction in which such adjudication is made. (c) The parties recognize that the performance of the obligations under this Section 5.9 by Seller is special, unique and extraordinary in character, and that in the event of the breach by Seller of the terms and conditions of this Section 5.9, Buyer shall be entitled, if it so elects, to obtain damages for any breach of this Section 5.9, or to enforce the specific performance thereof by Seller or to enjoin Seller from violating the provisions of this Section 5.9. (d) From and after the date hereof Closing Date, Seller shall not, and ending on shall cause its affiliates not to, for a period of three (3) years after the third anniversary Closing Date, knowingly solicit for employment any employee of the termination date Buyer; provided, however, that this Section 5.9(d) shall not preclude Seller or its Affiliates from soliciting for employment or hiring any such employee who (i) responds to a general solicitation through a public medium or general or mass mailing by or on behalf of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company Seller or any of its subsidiaries as affiliates that is not targeted at employees of Buyer or (ii) contacts Seller or its affiliates directly on such individual’s own initiative. (e) Notwithstanding the date foregoing provisions of this Section 5.9, the Employee's employment is terminated hereunder. In following shall not be prohibited by this Section 5.9: (i) the event that this agreement is assigned to any entity other than a subsidiary distribution and sale of the Companyproducts by Seller’s xpedx distribution business, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not even if such products may be competitive with those of the assignee as Business; (ii) the manufacture, distribution and sale of Seller’s Strathmore Premium Opaque line of products, subject to the provisions of Section 5.8(b) hereof; (iii) the acquisition and subsequent ownership by Seller of any business or entity that derives less than 20% of its revenue from any Competing Business; (iv) the acquisition and subsequent ownership by Seller within two (2) years of the date Closing Date of any business or entity that derives between 20% and 50% of its revenue from any Competing Business, provided that Seller divests such assignment. 10.2 If Competing Business within one (1) year of its acquisition; (v) ownership of securities of 10% or less of any class of the foregoing provisions securities of a public company; and (vi) conduct of any business relating to the durationdigital watermarking, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdictionincluding, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordinglywithout limitation, the Employee and the Company specifically agree that the Company and any use of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesU.S. Patent No. 6,334,678 in connection therewith.

Non-Competition. 10.1 The Employee agrees that from and after To further preserve the date hereof and ending on the third anniversary rights of the termination date Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement, during the Employee’s employment with the Company and for a period of eighteen (18) months thereafter (such eighteen (18) month period, the “Non-Compete Period”), regardless of the Employee's employment hereunder he reason for termination of employment, the Employee will not, directly or indirectly, engage in or be concerned with or interested inas an owner, advisedirector, lend money toprincipal, guarantee the debts or obligations ofagent, or permit his name or any part thereof to be used or employed byofficer, any business (whether as a proprietoremployee, partner, joint venturer, employer, agent, employee, consultant, officerservant, beneficial or record owner (otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other than as a passive investor owning less than a 2% interest in a publicly held company)) person or entity which is competitive in the same business as the Company in any respect with any of location in which the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which isCompany, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary or affiliate of the Company, this nonoperates or has plans or has projected to operate during the Employee’s employment with the Company, including any area within a 50-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date mile radius of any such assignment. 10.2 location (a “Competing Business”). The foregoing shall not prohibit the Employee from owning up to 5.0% of the outstanding stock of any publicly held company. Notwithstanding the foregoing, after the Employee’s employment with the Company has terminated, upon receiving written permission by the Board, the Employee shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board in good faith to be immaterial to the operations of the Company, or any subsidiary or affiliate of the Company, in the location in question. The Company and the Employee agree that the restrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company’s business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a court or arbitrator to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the foregoing provisions relating scope, duration, or geographic area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the breach of this noncompetition covenant may cause irreparable damage to the durationCompany, business and upon breach of any provision of this noncompetition covenant, the Company shall be entitled to injunctive relief, specific performance, or geographic scope other equitable relief; provided, however, that this shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). Should the Employee violate the provisions of this noncompetition covenant, then in addition to all other rights and remedies available to the Company at law or in equity, the duration of this covenant shall automatically be held to be more restrictive than permitted by extended for the law period of the jurisdiction in time from which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for Employee began such appeals shall have expired, violation until he permanently ceases such provision, shall be limited to the extent permitted by lawviolation. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from (a) During the Employment Period and for a period of one year after the date hereof and ending on termination of this Agreement pursuant to Sections VII(a), VII(b), VII(c), or VII(d) the third anniversary of the termination date of the Employee's employment hereunder he Employee will not, not directly or indirectly: (i) as an individual, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, stockholder, officer, employee, director, joint venturer, employerinvestor, agentlender, employee, consultant, officer, beneficial or record owner in any other capacity whatsoever (other than as a passive investor owning less the holder of not more than a 2% interest in one percent (1%) of the total outstanding stock of a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged engage in the designbusiness of developing, development, productionproducing, marketing or distribution of selling products or services of the nature designed, kind or type developed or being developed, produced produced, marketed or distributed sold by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company while the Employee was employed by the Company; or (ii) recruit, solicit or induce, or attempt to induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; or (iii) solicit, divert or take away, or attempt to divert or take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited, served or known by the Employee while employed by the Company. (b) If any restriction set forth in this non-competition clause Section IX is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall refer be interpreted to extend only over the businesses maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The restrictions contained in this Section IX are necessary for the protection of the business and goodwill of the Company and its subsidiaries are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Section IX Peritus Software Services, Inc. 4 Confidential will cause the Company substantial and not those of irrevocable damage and therefore, in the assignee as of the date event of any such assignment. 10.2 If any of the foregoing provisions relating breach, in addition to the durationsuch other remedies which may be available, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited right to the extent permitted by lawseek specific performance and injunctive relief. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 (a) The Employee Executive acknowledges and recognizes that the highly competitive nature of the Company's business and that the goodwill and patronage of the Company's customers constitute a substantial asset of the Company, having been acquired through considerable time, effort and money. Accordingly, the Executive agrees that during his employment with the Company and for a period until the last to occur of 2 years after Executive leaves the Company's employ for any reason or 5 years from and after the date hereof and ending on of this Agreement, he shall not, without the third anniversary written consent of the termination date of the Employee's employment hereunder he will notCompany, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, option holder, lender of money, guarantor or in any other capacity, participate in, engage in or be concerned with have a financial interest or interested in, advise, lend money to, guarantee the debts management position or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive any business, firm, company or other entity that operates walk-in convenience stores, nor will he solicit any respect with other person to engage in any of the businesses of foregoing activities, in each case within the Metropolitan Statistical Areas ("MSAs") in which the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder has (or which is, directly has pending plans to open or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as acquire within 6 months of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than termination) active operations generating at least $1,000,000 a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee year in annual revenues as of the date termination of employment hereunder. Participation in the management of FSG or any business operation other than in connection with the management of a business operation which operates walk-in convenience stores shall not be deemed to be a breach of this Section 10(a). The foregoing provisions of this Section 10(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 5% or less of any such assignmentclass of capital stock of a Company which is regularly traded on a national securities exchange or over-the-counter on the NASDAQ System. 10.2 (b) If any of the foregoing provisions relating to the durationcovenants contained in this Section 10 or any part thereof, business or geographic scope of this covenant shall be is held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or jurisdiction to be unenforceable because of the time for such appeals shall have expired, duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permitted permissible by applicable law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from and after the date hereof and ending on the third anniversary (a) Neither Seller nor any of the termination date of the Employee's employment hereunder he will notits Affiliates shall, directly or indirectly, during the five (5) year period commencing on the Closing Date: (i) engage anywhere in or be concerned with or interested inthe world in the Business (whether through ownership, advisemanagement, lend money tooperations, guarantee the debts or obligations ofcontrol, under Contract, or permit his name otherwise), or any part thereof (ii) divert or attempt to be used or employed by, divert from Purchaser any business or customers for products or services provided by the Business. (whether as a proprietorb) Notwithstanding anything to the contrary in this Section 4.05, partner(i) Seller and its Affiliates may continue to operate Seller’s other businesses within its Performance Products & Solutions segment, joint venturerincluding its plastisols, employercompounding, agentcoating materials, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with toll compounding and any of its other businesses outside of its Performance Products & Solutions segment, in each case whether or not involving PVC, and (ii) the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed acquisition by the Company Seller or any of its subsidiaries as Affiliates following the Closing of a Person engaged in the Business shall not be deemed a violation of this Section 4.05, provided, that the business of the acquired Person otherwise prohibited by this Section 4.05 represents less than fifteen percent (15%) of such Person’s consolidated gross sales for its most recent completed fiscal year, and provided further that Seller or such Affiliate sells, divests or otherwise transfers the Person or assets engaged in the Business to a Person other than Seller or any of its Affiliates within twelve (12) months of the date on which such acquisition is consummated. (c) It is the desire and intent of the Employee's employment is terminated hereunder. In parties to this Agreement that the event that provisions of this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause Section 4.05 shall refer be enforced to the businesses of fullest extent permissible under the Company Laws and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the public policies applied in each jurisdiction in which the Company seeks enforcement thereof by the final determination is sought. If any particular provisions or portion of a court of competent jurisdictionthis Section 4.05 shall be adjudicated to be invalid or unenforceable, and all appeals this Section 4.05 shall be deemed amended to delete therefrom shall have failed such provision or the time for such appeals shall have expiredportion adjudicated to be invalid or unenforceable, such provision, shall be limited amendment to apply only with respect to the extent permitted by lawoperation of this Section 4.05 in the particular jurisdiction in which such adjudication is made. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that (i) For a period of one (1) year from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will notClosing Date, neither RF nor its officers or directors shall, directly or indirectly, through another person or another entity: (x) engage in a business or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business enterprise (whether either as a proprietor, partner, joint venturer, employeremployee, agent, employee, consultant, officer, beneficial or record owner (other than controlling stockholder) that qualifies as a passive investor owning less than a 2% interest in a publicly held company)business that competes with REALBIZ’s Business or (y) which is competitive in solicit or attempt to solicit sales or licenses of any respect with any competing businesses, interfere with, or disrupt or attempt to disrupt the relationship (contractual or otherwise) between RF, REALBIZ and their customers, suppliers, agents, consultants, officers or employees relating to the Product; and (ii) each of the businesses of Representing Parties agrees to the Company confidentiality and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause provisions set forth in their respective Employment Agreement. (b) It is the desire and intent of the parties that the provisions of this Section 9.2 shall refer be enforced to the businesses of fullest extent permissible under the Company laws and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the public policies applied in each jurisdiction in which the Company seeks enforcement thereof by the final determination is sought. If any particular provision or portion of a court of competent this Section 9.2 shall be adjudicated to be invalid or unenforceable in any jurisdiction, and all appeals this Section 9.2 shall be deemed amended to delete therefrom shall have failed such provision or the time for such appeals shall have expiredportion adjudicated to be invalid or unenforceable, such provision, shall be limited amendment to apply only with respect to the extent permitted by law. 10.3 It operation of this subsection (c) in the particular jurisdiction in which such adjudication is agreed made. RF agrees that it would be difficult to measure the damages to REALBIZ from the breach by of the provisions of this Section 9.2, that injury to REALBIZ from such breach would be impossible to fully compensate the Company calculate, and that monetary damages would therefore be an inadequate remedy; accordingly, RF agrees that REALBIZ shall be entitled, in addition to all other remedies it might have, to injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damages. Nothing herein shall be construed as prohibiting REALBIZ from pursuing any other remedies for damages for such breach or threatened breach. (c) The undertakings and covenants of the obligations RF contained in this Section 9.2 are an integral part of the Employee hereunder. Accordinglytransactions set forth in this Agreement and the consideration paid by REALBIZ pursuant to this Agreement shall be consideration not only for the Assets but also for such undertakings and covenants. (d) Notwithstanding the foregoing, the Employee and the Company specifically agree that the Company and any provisions of its affiliates or successors Section 9.2 shall be entitled to temporary null and permanent injunctive relief to enforce such obligations and that such relief may be granted without void in the necessity event of proving actual damagesan “Unwind Event” as outlined in Section 10 of this Agreement.

Non-Competition. 10.1 The 4.1 Employee agrees that from that, during the Employment Period and after for a period of time equal to the date hereof and ending on the third anniversary duration of the termination date of the Employee's employment hereunder he will notwith the Company, directly or indirectly, engage but in or be concerned with or interested in, advise, lend money to, guarantee no instance to exceed two (2) years after the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any termination of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder period for any reason. (a) Employee will not recruit or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or solicit any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary employee of the Company, this non-competition clause shall refer to the businesses of the Company and or its subsidiaries and not those affiliated companies or otherwise induce any employee to leave the employment of the assignee as Company, Company's subsidiaries and affiliated companies to become an employee of or otherwise become associated with Employee or any firm, corporation, business or institution with which Employee is or may become associated; and (b) Employee will not solicit or divert the date business or patronage of any such assignment. 10.2 If any of the foregoing provisions relating customers or accounts of the Company, Company's subsidiaries and affiliated companies or prospective customers or accounts of the aforementioned, which were contracted, solicited or served by the Company while Employee was employed by the Company to a business directly or indirectly in competition with Company. As used in this Agreement, "competition", or any variation thereof, means the Employee's engagement or participation in, or furnishing of aid or assistance in connection with, the distribution, sale, marketing or rendering of products or services of the type or kind distributed, sold, marketed or rendered by the Company, Company's subsidiaries or affiliated companies at the termination of the employment period, including those products or services that the Company, Company's subsidiaries or affiliated companies, as the case may be, was in the process of developing or designing for distribution, sale, marketing or rendering at such time. 4.2 The parties to this Agreement consider the restrictions contained herein reasonable. If, however, such restrictions are found by any court having jurisdiction to be unreasonable because they are (or one of them is, as the case may be) overly broad, then such restriction(s) will nevertheless remain effective, but shall be considered amended in whatever manner is considered reasonable by that court, and as so amended shall be enforced. 4.3 If there is any breach by the Employee of any of the covenants contained in this Section 4., the damage to the durationCompany, business Company's subsidiaries or geographic scope of this covenant shall affiliated companies will be held substantial, although difficult to ascertain, and money damages will not afford the injured party an adequate remedy. Therefore, if any breach occurs, in addition to such other remedies as may be more restrictive than permitted provided by law, the law Company, the Company's subsidiaries or affiliated companies, as the case may be, has the right to specific performance of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations covenants of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any contained in this Agreement by way of its affiliates temporary or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesrelief.

Non-Competition. 10.1 The Employee agrees that (a) For a period ending on the earlier of termination of this Agreement or five (5) years from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will Closing Date, Seller shall not, directly or indirectly, indirectly engage in a business or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business enterprise (whether either as a proprietor, partner, joint venturer, employeremployee, agent, employee, consultant, officeror controlling stockholder) in the development or marketing of any program or intellectual property focused on Clostridium Difficile Associated Diarrhea (CDAD) (a "competing business"). (b) The provisions of this Section 9.2 shall not prevent Seller from directly or indirectly investing its assets in securities of any corporation, beneficial or record owner (other than as a passive investor owning less than a 2% otherwise acquiring an equity interest in any enterprise, equity securities of which are publicly owned and traded, provided that such investments or interests shall not result in (i) Seller directly or indirectly owning beneficially, in the aggregate, five percent (5%) or more of the equity securities of any enterprise engaged in a publicly held company)competing business or (ii) Seller being able to control or actively participate in the policy decisions of such competing business. (c) It is the desire and intent of the parties that the provisions of this Section 9.2 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is competitive sought. If any particular provision or portion of this Section 9.2 shall be adjudicated to be invalid or unenforceable in any jurisdiction, this Section 9.2 shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect with any to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. If there is a breach or threatened breach of the businesses provisions of this Section 9.2, Buyer shall be entitled to an injunction restraining the Seller from such breach without the obligation of posting a bond. Nothing herein shall be construed as prohibiting Buyer from pursuing any other remedies for such breach or threatened breach. (d) Seller declares that the foregoing territorial and time limitations are reasonable and properly required for the adequate protection of the Company and its subsidiaries as conducted as business of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunderBuyer. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business territorial or geographic scope of this covenant shall be held time limitation is deemed to be more restrictive than permitted unreasonable by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom Seller agrees to the reduction of either said territorial or time limitation to such area or period which said court shall have failed deemed reasonable. (e) The existence of any claim or cause of action by Seller against Buyer or any subsidiary other than under this Agreement shall not constitute a defense to the time enforcement by Buyer or any subsidiary of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. (f) The undertakings and covenants of Seller contained in this Section 9.2 are an integral part of the transactions set forth in this Agreement and the consideration paid by Buyer pursuant to this Agreement shall be consideration not only for the Assets but also for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawundertakings and covenants. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from and after 17.1 During the date hereof and ending on the third anniversary Term of the Agreement and in the event of termination date of the Employee's employment hereunder he will Agreement, whether by the Company or the CEO, or for any other reason whatsoever, the CEO may not, without the board’s written permission, for a period of twelve (12) months following the termination, whether directly or indirectly, engage in or be concerned with or become financially interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, in any business (whether as a proprietorowner, partner, joint venturer, employer, agentshareholder, employee, consultant, officerdirector, beneficial board member or record owner (in any other than as a passive investor owning less than a 2% interest in a publicly held company)manner whatsoever) that competes directly or indirectly with the business field of the Companies. The business field is defined as: “Research & Development, Marketing and Sales of therapeutic or diagnostic products based on galectins or compounds interacting with galectins”. 17.2 The concept “business that competes directly or indirectly with” shall encompass any kind of commercial business which is researching in, developing, producing, marketing, distributing, selling (incl. acting as agent for and/or exporting) products, compounds, services etc. related to the business field. In assessing whether a breach may have been committed, the competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of situation at the date of the Employee's employment is terminated hereunder. In termination of this Agreement shall be decisive, or—in the event that the potential breach has occurred during the term of this agreement is assigned to any entity other than a subsidiary Agreement—at the time of such potential breach. 17.3 Considering inter alia the nature of the CompanyCompanies activities, the Parties hereto agree that the geographical area covered by this non-competition clause shall refer be the entire world. 17.4 The non-competition clause shall not apply if the Agreement is terminated by the Company without the Company having reasonable cause, or if the CEO terminates the Agreement due to the businesses Company having committed a material breach. 17.5 In case of any breach of this non-competition clause, an injunction may be applied for, and the CEO shall be liable to pay an agreed penalty equal to six (6) months’ Base Salary for any one breach hereof. Payment of the Company and its subsidiaries and agreed penalty shall not those cause the non-competition clause to be terminated. If the Company’s losses exceed the amount of the assignee as of agreed penalty, the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant CEO shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate indemnify the Company for damages such loss. In addition, the CEO shall cause the unlawful condition to be discontinued immediately. 17.6 The CEO shall receive compensation for breach undertaking the Non-Competition Clause. The compensation shall be equal to 50 percent of the obligations CEO’s salary on termination of employment and be payable as from termination of employment until expiry of the Employee hereundernon-competition clause. AccordinglyFor the first three (3) months, the Employee compensation shall be paid out in a lump sum (minimum compensation) upon termination of employment and subsequently on a monthly basis in arrears for the duration of the Non-Competition Clause. 17.7 The Company specifically agree that may at its discretion choose not to enforce the Company and any of its affiliates or successors non-competition clause. If the non-competition clause is expressly not enforced this clause 18 shall be void. I such case, the CEO will not be entitled to temporary and permanent injunctive relief compensation according to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesclause 18.6.

Non-Competition. 10.1 The Employee agrees that from and (a) For one year after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he Closing Date, Seller will not, and will cause its Affiliates not to, engage, directly or indirectly, engage in or be concerned with or interested maintain any interest in, advise, lend money to, guarantee the debts any person or obligations of, or permit his name or any part thereof to be used or employed by, any business entity (whether as a proprietordirector, officer, employee, agent, representative, security holder, equity owner, partner, joint venturermember, employer, agent, employee, consultant, officer, beneficial consultant or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)otherwise) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the designTransferred Organization as it exists on the Closing Date (a “Competing Business”); provided, developmenthowever, production, marketing or distribution that notwithstanding the foregoing: (i) no activity of products of the nature designed, developed, produced marketed or distributed by the Company Seller or any of its subsidiaries Affiliates undertaken pursuant to the Transition Services Agreement shall be deemed to constitute engagement by any such entity in a Competing Business; (ii) if Seller or any of its Affiliates is or becomes an owner of less than 5% of the outstanding stock of any publicly traded corporation, it shall not be deemed to engage solely by reason thereof in a Competing Business; (iii) nothing in this Section 8.10 shall limit, restrict or otherwise affect the acquisition and subsequent ownership and operation by Seller or any of its Affiliates of a diversified company having not more than 15% of its sales attributable to a Competing Business, or the engagement in a Competing Business by a successor entity to Seller as a result of a merger, acquisition or other business combination in which Seller is not the surviving entity; (MP) 08481/006/APA/APA.doc (iv) nothing in this Section 8.10 shall limit, restrict or otherwise affect the acquisition and subsequent ownership and operation by Seller or any of its Affiliates of a Competing Business so long as Seller or such Affiliate divests or otherwise discontinues the operation of all or a portion of the Competing Business conducted by such acquired entity within one year of such acquisition such that such acquired entity (either as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any Seller’s acquisition of such acquired entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee or as of the date of such divestiture of the Competing Business) would not have more than 15% of its sales attributable to a Competing Business; and (v) nothing in this Section 8.10 shall limit or restrict Seller or its Affiliates from selling or marketing any desktop computer systems, laptops, servers, networking gear or replacement parts with respect to the foregoing to any distributor, direct marketer, reseller or retailer who may be engaged in selling such assignmentproducts to end-users who are not individual consumers. 10.2 (b) In the event of a Change in Control of Seller, the restrictions set forth in Section 8.10(a) shall terminate. (c) If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination judgment of a court of competent jurisdiction, and all appeals therefrom shall have failed jurisdiction declares that any term or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It provision of this Section 8.10 is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordinglyinvalid or unenforceable, the Employee and the Company specifically parties agree that the Company court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (d) Seller hereby covenants and agrees that, from and after the Closing Date, neither it nor any of its affiliates or successors Affiliates shall be entitled to temporary and permanent injunctive relief to enforce such obligations and use the customer lists that such relief may be granted without are included in the necessity Purchased Assets. For the avoidance of proving actual damagesdoubt, this Section 8.10(d) shall not terminate upon a Change of Control of Seller.

Non-Competition. 10.1 The Employee agrees that (a) For a period of three (3) years from and after the date hereof and ending on the third anniversary Closing Date, none of the termination date Shareholders who either have served as an officer of director of the Employee's employment hereunder he will not, Company or helped organize the Company as a founder or any of the officers or directors of Grifols shall directly or indirectly, indirectly engage in a business or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business enterprise (whether either as a proprietor, partner, joint venturer, employeremployee, agent, employee, consultant, officeror controlling shareholder) or sell, beneficial pledge, assign or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is license any product or Intellectual Property Rights related and limited to oncolytic virus technology that would be competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed currently contemplated by the Company (a "Competing Business"). (b) The provisions of this Section 12.2 shall not prevent a Shareholder from investing its assets in securities of any corporation, or otherwise acquiring an equity interest in any enterprise, equity securities of its subsidiaries as which are publicly owned and traded, provided that such investments or interests shall not result in (i) the Shareholder owning beneficially, in the aggregate, five percent (5%) or more of the date equity securities of any enterprise engaged in a Competing Business or (ii) the Shareholder being able to control or actively participate in the policy decisions of such Competing Business. (c) It is the desire and intent of the Employee's employment is terminated hereunder. In parties that the event that provisions of this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause Section 12.2 shall refer be enforced to the businesses of fullest extent permissible under the Company laws and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the public policies applied in each jurisdiction in which the Company seeks enforcement thereof by the final determination is sought. If any particular provision or portion of a court of competent this Section 12.2 shall be adjudicated to be invalid or unenforceable in any jurisdiction, and all appeals therefrom this Section 12.2 shall have failed be deemed amended to delete there from such provision or the time for such appeals shall have expiredportion adjudicated to be invalid or unenforceable, such provision, shall be limited amendment to apply only with respect to the extent permitted by law. 10.3 It operation of this subsection (c) in the particular jurisdiction in which such adjudication is agreed made. The Shareholders each agree that it would be difficult to measure the damages to Purchaser from the breach by of the provisions of this Section 12.2, that injury to Purchaser from such breach may be impossible to fully compensate calculate, and that monetary damages may therefore be an inadequate remedy; accordingly, the Company Shareholders each agree that Purchaser shall be entitled, in addition to all other remedies it might have, to seek injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damages. Nothing herein shall be construed as prohibiting Purchaser from pursuing any other remedies for damages for such breach or threatened breach. (d) The undertakings and covenants of the obligations Shareholders contained in this Section 12.2 are an integral part of the Employee hereunder. Accordingly, the Employee transactions set forth in this Agreement and the Company specifically agree that the Company and any of its affiliates or successors consideration paid by Purchaser pursuant to this Agreement shall be entitled to temporary consideration not only for the Shares but also for such undertakings and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagescovenants.

Non-Competition. 10.1 The Employee agrees (a) In consideration of Purchaser entering into this Agreement and in order that Purchaser may enjoy the full benefit of the Wire Harness Business, for a period of three (3) years from and after the date hereof and ending on Closing Date (the third anniversary “Noncompetition Period”), neither Parent nor any of the termination date of the Employee's employment hereunder he will notits subsidiaries shall, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietorprincipal, agent, partner, joint venturerofficer, employerdirector, agentstockholder, employee, consultantconsultant or otherwise, officeralone or in association with any other Person, beneficial or record owner own, manage, operate, control, participate in, invest in (other than as a passive investor an investment that results in such Person owning less than a 2% interest in of the outstanding voting stock of a publicly held traded company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder , or which iscarry on a business which, directly or indirectly, engaged is in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by competition with the Company or its Subsidiaries in the (i) provision of white goods assembly services (excluding metal fabrication), (ii) manufacture, assembly and marketing of wire harnesses or cable for sale as a stand alone product offering, or (iii) manufacture, assembly and marketing of cable assemblies for sale as a stand alone product offering, provided that the foregoing shall not limit or restrict the right of Parent and its subsidiaries to (w) manufacture, assemble and market printed circuit boards and printed circuit board assemblies, (x) manufacture, assemble and market wire harnesses (including sub-components) for use in electro-mechanical manufacturing solution assembly services provided by the Parent or its subsidiaries, (y) manufacture, assemble and market cable assemblies for use in electro-mechanical manufacturing solution assembly services provided by the Parent or its subsidiaries or (z) manufacture, assemble and market cable assemblies for sale as a stand-alone product offering, provided that such products shall only be manufactured and assembled at Parent’s Qingdao, China manufacturing facility, the aggregate net revenues from such product sales shall not exceed $12,000,000 per year, and the products shall only be sold to customers in the telecom, computer/data, medical and industrial instrumentation industries, and shall in no event be sold to customers in any other industries, including the white goods, automotive, aerospace, or defense industries. (b) Parent acknowledges and agrees that the remedy at law for any breach, or threatened breach, of any of its subsidiaries the provisions of this Section 8.18 will be inadequate and, accordingly, Parent covenants and agrees that Purchaser shall, in addition to any other rights and remedies which Purchaser may have at Law, be entitled to equitable relief, including injunctive relief, and to the remedy of specific performance with respect to any breach or threatened breach of such covenant, as may be available from any court of competent jurisdiction. In addition, Parent and Purchaser agree that the terms of the date covenant in this Section 8.18 are fair and reasonable in light of Purchaser’s plans for the Wire Harness Business and are necessary to accomplish the full transfer of the Employee's employment is terminated hereundergoodwill and other intangible assets contemplated hereby. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of covenants contained in this covenant Section 8.18 shall be held to be more restrictive than permitted determined by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a any court of competent jurisdictionjurisdiction to be unenforceable for any reason whatsoever, then any such provision or provisions shall not be deemed void, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, parties hereto agree that said limits may be modified by the court and that said covenant contained in this Section 8.18 shall be limited amended in accordance with said modification, it being specifically agreed by the parties that it is their continuing desire that this covenant be enforced to the full extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate of its terms and conditions or if a court finds the Company for damages for breach scope of the obligations of the Employee hereunder. Accordinglycovenant unenforceable, the Employee and court should redefine the Company specifically agree that the Company and any of its affiliates or successors shall be entitled covenant so as to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagescomply with applicable Law.

Non-Competition. 10.1 The Employee agrees that from and after (a) Subject to Section 5.6(c), for a period beginning on the date hereof Closing Date and ending on the third fifth (5th) anniversary of the termination date Closing Date, Seller and all of the Employee's employment hereunder he will its shareholders covenant and agree that they shall not, directly or indirectlyindirectly within a seven hundred fifty (750) mile radius of any Facility (the “Territory”) own, engage operate, construct or lease a facility that competes with the Business. (b) Subject to Section 5.6(c), for a period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, Seller and all of its shareholders covenant and agree that they shall not, within the Territory, directly or indirectly sell or solicit the sale of the products or services sold by the Business as of the Closing to any of the Customers identified in Section 3.24. (c) Nothing set forth in Sections 5.6(a) or be concerned 5.6(b) shall prohibit or restrict Seller or any of its shareholders or any Affiliates of Seller or any of its shareholders from (i) owning or holding not in excess of 5% in the aggregate of any class of capital stock or other equity interests of any Person if such stock or equity interest is publicly traded or listed on any national or regional stock exchange or (ii) acquiring any Person (or any interest in any Person) that does not derive a significant portion of its revenues (5% or above) from activities that compete with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name Business in the Territory. (d) If the restrictions set forth in Sections 5.6(a) and 5.6(b) above or any part thereof to should, for any reason whatsoever, be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed declared invalid by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed the validity or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach enforceability of the obligations remainder of the Employee hereundersuch restriction shall not thereby be adversely affected. Accordingly, the Employee Seller and the Company specifically its shareholders agree that the Company foregoing territorial/market and time limitations are reasonable and properly required for the adequate protection of the Purchaser and the Business and that in the event that any such territorial/market or time limitation is deemed to be unreasonable by a court of competent jurisdiction, then Seller and its affiliates shareholders agree and submit to the reduction of either said territorial/market or successors time limitation or both to such an area, market or period as said court shall deem reasonable. In the event that Seller or its shareholders should violate the aforementioned restrictive covenants in Sections 5.6(a) or 5.6(b), then the time limitation thereof with respect to such breaching party (but not any other party) shall be entitled extended for a period of time equal to temporary the period of time during which such breach or breaches shall have occurred; and permanent injunctive in the event Purchaser be required to seek relief from such breach from any court, board of arbitration or other tribunal, then the covenant shall be extended with respect to enforce such breaching party (but not any other party) for a period of time equal to the pendency of such proceedings, including all appeals. (e) The covenants not to compete and not solicit set forth in Sections 5.6(a) and 5.6(b) are made in consideration of Purchaser and Seller undertaking their respective obligations pursuant to this Agreement and that such relief may be granted without the necessity of proving actual damagesfor no further consideration payable hereunder or otherwise.

Non-Competition. 10.1 The Employee agrees ProShell acknowledges that the covenants and --------------- agreements in this (S)1 are a condition precedent to the Company's obligation to purchase the Stock from Allways under the Stock Purchase Agreement, and after that the date hereof Company would not purchase and ending on pay for the third anniversary of Stock but for ProShell's agreements herein. ProShell and the termination date of Company acknowledge that ▇▇▇▇-Star will provide services to customers located in markets throughout the Employee's employment hereunder he United States and that engagement by ProShell in the Designated Industry (as hereinafter defined) anywhere in the United States could cause ▇▇▇▇-Star and the Company irreparable damage. ProShell will notnot (a) engage in the Designated Industry anywhere in the United States, directly or indirectly, engage in alone or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietorshareholder, partnerpartner or consultant of any other business organization, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)b) which is competitive in divert to any respect with any of the businesses competitor of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged ▇▇▇▇-Star in the design, development, production, marketing or distribution Designated Industry any customer of products of the nature designed, developed, produced marketed or distributed by the Company or ▇▇▇▇-Star, or (c) solicit or encourage any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Companyofficer, this non-competition clause shall refer to the businesses employee or consultant of the Company and or ▇▇▇▇-Star to leave its subsidiaries and not those employ for employment by or with ProShell or any competitor of the assignee as Company or ▇▇▇▇-Star. The foregoing restriction shall not prevent ProShell from owning five percent (5%) or less of the date equity securities of any such assignment. 10.2 publicly traded company. For purposes of this (S)1, the term "Designated ---------- Industry" shall mean the business of providing transportation for commodities or -------- goods requiring temperature control or providing brokerage or logistics services concerning commodities or goods requiring temperature control. If at any time the provisions of the foregoing provisions relating this (S)1 shall be determined to the durationbe invalid or unenforceable, business by reason of being vague or geographic unreasonable as to area, duration or scope of activity, this covenant (S)1 shall be held considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be more restrictive than permitted reasonable and enforceable by the law of court or other body having jurisdiction over the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, matter; and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, ProShell agrees that this (S)1 as so amended shall be limited to the extent permitted by lawvalid and binding as though any invalid or unenforceable provision had not been included herein. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that (a) Seller shall (and shall cause each of its Subsidiaries to), for a period of three (3) years from and after the date hereof and ending on Closing Date, refrain from, either alone or in conjunction with any other Person, anywhere in the third anniversary of world: (i) employing, engaging or seeking to employ or engage any Person who at any time since six (6) months prior to the termination date of the Employee's employment hereunder he will not, directly this Agreement was or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any had been an employee of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company Purchaser or any of its subsidiaries as Affiliates engaged in the Business, unless such employee (A) resigns voluntarily (without any solicitation from Seller or any of its Subsidiaries) or (B) is terminated by Purchaser or any of its Affiliates after the Closing Date; (ii) causing or attempting to cause (A) any client, customer or supplier of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned Business to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and terminate or materially reduce its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If business with Purchaser or any of its Affiliates or (B) any officer, employee, independent consultant of or consultant to Purchaser or any of its Affiliates engaged in the foregoing provisions Business to resign or sever a relationship with Purchaser or any of its Affiliates; (iii) disclosing (unless compelled by judicial or administrative process) or using any confidential or secret information relating to the durationBusiness or any client, business customer or geographic scope supplier of the Business; or (iv) participating or engaging in (other than through the ownership of one percent (1%) or less of any class of securities registered under the Exchange Act). (b) The parties hereto recognize that the Laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section 5.04. It is the intention of the parties that the provisions of this covenant shall Section 5.04 be held enforced to be more restrictive than permitted by the law fullest extent permissible under the Laws and policies of the each jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdictionmay be sought, and all appeals therefrom shall have failed that the unenforceability (or the time for modification to conform to such appeals Laws or policies) of any provisions of this Section 5.04 shall have expirednot render unenforceable, or impair, the remainder of the provisions of this Section 5.04. Accordingly, if any provision of this Section 5.04 shall be determined to be invalid or unenforceable, such provision, invalidity or unenforceability shall be limited deemed to apply only with respect to the extent permitted by lawoperation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction. 10.3 It (c) The parties hereto acknowledge that while the Purchased Assets and employees engaged in the conduct of the Business are currently located in San Diego, California and Encinitas, California, the relevant market for the Business is agreed national, international and worldwide in scope, and that it would be impossible there exists intense national, international and worldwide competition for the products and services of the Business. (d) The parties hereto further acknowledge and agree (i) that the restrictions contained in this Section 5.04 are reasonable and necessary in order to fully compensate protect the Company value of the Purchased Assets and the goodwill of the Business, and (ii) that any remedy at Law for damages for any breach of the obligations provisions of this Section 5.04 would be inadequate, and Seller hereby consents to the Employee hereunder. Accordinglygranting by any court of an injunction or other equitable relief, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesmonetary loss being proved, in order that the breach or threatened breach of such provisions may be effectively restrained.

Non-Competition. 10.1 The Employee (a) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LMG agrees that from and after that, during the date hereof period beginning on the Effective Date and ending on the third anniversary later of (i) five (5) years after the Effective Date or (b) the date that is one (1) year after the expiration or termination of the Administrative Services and Teaming Agreement, neither LMG nor any of its Affiliates will, directly or indirectly: (i) solicit or perform TPA Services for any Person; provided that the foregoing shall not prohibit LMG or an Affiliate from performing the services specifically described as being an exception to this Section 4.10 in the Disclosure Schedule, or (ii) solicit or hire the employees of TAG, PSC or their Affiliate with whom LMG or such Affiliate came into contact in connection with the activities contemplated by the LMG Documents; provided that (A) the foregoing prohibition shall extend for one (1) year after the termination date of the Employee's employee’s employment hereunder he will notby TAG, PSC or their Affiliate unless otherwise agreed by the parties and (B) neither the publication of classified advertisements in newspapers, periodicals, Internet bulletin boards, or other publications of general availability or circulation nor the consideration and hiring of persons responding to such advertisements shall be deemed a breach of this provision unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision. For purposes of this Agreement, the phrase “directly or indirectly” shall mean to engage directly or to have an interest, directly or indirectly, engage in or be concerned with or interested inany capacity, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether including as a proprietorowner, partner, joint venturershareholder, employerdirector, agentofficer, employee, consultantindependent contractor, officercapital investor, beneficial or record owner lender, (other than as a passive investor owning the holder of less than a 2% interest in a publicly held company)five percent (5%) which is competitive in any respect with any of the businesses outstanding stock of a publicly-traded corporation), either alone or in association with others. (b) LMG acknowledges and agrees that TAG would be irreparably harmed by any violation of the Company restricted covenant set forth in Section 4.10(a) and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder that, in addition to all other rights and remedies available to TAG at law or which isin equity, directly TAG will be entitled to injunctive and other equitable relief to prevent or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company enjoin any such violation. If LMG or any of its subsidiaries as Affiliates violates Section 4.10(a), the period of time during which the provisions thereof are applicable will automatically be extended for a period of time equal to the time that such violation began until such violation permanently ceases. (c) LMG represents to TAG that it is willing and able to engage in businesses that are not restricted pursuant to this Section 4.10 and that enforcement of the date restrictive covenant set forth in this Section 4.10 will not be unduly burdensome to LMG. LMG acknowledges that its agreement to the restrictive covenant set forth in this Section 4.10 is a material inducement and condition to TAG’s willingness to enter into this Agreement, to consummate the transactions contemplated thereby and to perform its obligations thereunder. LMG acknowledges and agrees that the restrictive covenant and remedies set forth in this Section 4.10 are reasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the goodwill and legitimate business interests of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company Business and its subsidiaries and not those of the assignee as of the date of any such assignmentTAG. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from (a) For a period of two (2) years following Closing, each Seller shall not, and after the date hereof Approach Parent shall cause its Affiliates controlled by Approach Parent and ending on the third anniversary of the termination date of the Employee's employment hereunder he will notWildcat Parent shall cause its Affiliates controlled by Wildcat Parent not to, directly or indirectly, indirectly through any Person or Contract: (i) engage in the construction, acquisition or be concerned operation of any pipeline business involving the transportation of crude oil anywhere within the Territory (the “Restricted Business”), or perform management, executive or supervisory functions with or interested respect to, own, operate, join, control, render financial assistance to, receive any economic benefit from, exert any influence upon, participate in, advise, lend money render services or advice to, guarantee the debts or, as applicable and within its control, allow any of its officers or obligations ofemployees (as an officer, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietoremployee, partner, joint venturermember, employerstockholder, agentconsultant or otherwise) to provide services with respect to, employeeany Restricted Business or any business or Person that conducts the Restricted Business (it being understood that for purposes of this Section 6.15, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which the term “Territory” shall mean the area that is competitive in any respect with any within 25 miles of the businesses existing Pipeline Assets, as shown on the map attached hereto as Exhibit H); or (ii) approach or seek business in the Territory constituting Restricted Business from any Person, refer business in the Territory constituting Restricted Business from any Person or be paid commissions based on sales from business in the Territory constituting Restricted Business received from any Person; provided that, the foregoing shall not prohibit any referral of business by any Seller to Crude JV or Buyer or any Affiliate of Buyer. Notwithstanding anything to the Company and contrary in this Section 6.15, nothing in this Section 6.15(a) shall prohibit (A) any Seller or its subsidiaries as conducted as Affiliates from owning (i) any class of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, securities traded on a national stock exchange issued by any Person engaged in the designRestricted Business or (ii) any equity ownership in any Person engaged in the Restricted Business, developmentso long as (in the case of each of clause (i) and clause (ii)) such Seller and (in the case of Wildcat) its Affiliates controlled by Wildcat Parent and (in the case of Approach) its Affiliates controlled by Approach Parent and such Sellers’ and such controlled Affiliates’ officers and employees are not engaged in any management, productionexecutive or supervisory functions with respect to such Restricted Business of such Person, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company (B) Approach or any of its subsidiaries as Affiliates from engaging in transportation, gathering, treating, processing, blending or storage of crude oil produced by Approach and it its Affiliates or other joint working interest owners (including pursuant to pooling, unitization, joint development, joint venture or similar relationships or arrangements, and whether by pipeline, gathering line, truck, rail or otherwise) within the date Territory or (C) Wildcat Operating or its Affiliates from performing services for Crude JV pursuant to the Transition Services Agreement. (b) Each of Approach Parent, Wildcat Parent and each Seller acknowledges that the Employee's employment is terminated hereundercovenants set forth in this Section 6.15 are an essential element of this Agreement and that any breach by such Person of any provision of this Section 6.15 may result in irreparable injury to Buyer and/or Crude JV. In Each of Approach Parent, Wildcat Parent and each Seller acknowledges that, in the event of such a breach, in addition to all other remedies available at Law, Buyer shall be entitled to seek equitable relief, including injunctive relief, as well as such other remedies as may be available at law and equity. Each Party has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this agreement is assigned Section 6.15 are reasonable and proper to any entity other than a subsidiary protect the legitimate interest of the Company, this non-competition clause shall refer to the businesses of the Company Buyer and its subsidiaries and not those of the assignee as of the date of any such assignmentCrude JV. 10.2 (c) If any a court of competent jurisdiction determines that the foregoing provisions relating to the durationcharacter, business duration or geographic scope of this covenant the provisions of Section 6.15 are unreasonable, it is the intention and the agreement of the Parties that these provisions shall be held construed by the court in such a manner as to impose only those restrictions on Approach Parent’s, Wildcat Parent’s and Sellers’ conduct that are reasonable in 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 Section 6.15(a) because taken together they are more extensive than necessary to assure to Buyer the intended benefits of this Agreement, the Parties intend for the restrictions set forth in this Agreement to be more restrictive than permitted modified by the law of the jurisdiction in which the Company seeks enforcement thereof court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. If such modification is not possible, it is expressly understood and agreed by the final determination Parties that the provisions of a court of competent jurisdictionSection 6.15 that, and all appeals therefrom shall have failed or if eliminated, would permit the time for remaining separate provisions to be enforced in such appeals shall have expired, such provisionproceeding, shall be limited to deemed eliminated, for the extent permitted by lawpurposes of such proceeding, from this Agreement. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees During the Restricted Period, the Company shall not, and shall cause its Subsidiaries not to, engage directly or indirectly in any business that from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will notcompetes, directly or indirectly, with the business conducted by the Bio Companies as of the Closing Date in any geographic area in which the Bio Companies conduct that business as of the Closing Date (a “Competing Business”); provided, however, that no owner of less than five percent (5%) of the outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason thereof in or a Competing Business; provided, further, that the provisions of this Section shall not (a) be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name applicable to any bona fide third party purchaser who acquires all or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any substantial portion of the businesses stock or assets of the Company and its subsidiaries as conducted as Subsidiaries, whether by means of the date the Employee's employment is terminated hereunder a merger, consolidation, share exchange, business combination or which issimilar transaction, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by (b) prohibit the Company or any of its subsidiaries as Subsidiaries from acquiring any business if less than 10% of the date revenues of such business for its most recently completed fiscal year are attributable to a Competing Business; provided further, however, that in each such case the Company shall not, and shall cause its Subsidiaries not to, provide such third party purchaser or the employees associated with such business with any confidential information of the Employee's employment is terminated hereunderBio Companies or the Bio Companies Business. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination judgment of a court of competent jurisdiction, and all appeals therefrom shall have failed jurisdiction declares that any term or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It provision of this Section is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordinglyinvalid or unenforceable, the Employee and the Company specifically parties agree that the Company court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and any enforceable and that comes closest to expressing the intention of its affiliates the invalid or successors unenforceable term or provision, and this Agreement shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief enforceable as so modified after the expiration of the time within which the judgment may be granted without the necessity of proving actual damagesappealed.

Non-Competition. 10.1 The Provided that this Agreement has not been breached by the Corporation, the Employee agrees that from and he shall not at any time prior to one (1) year after the date hereof and ending on expiration or termination of his employment with the third anniversary Corporation, own, manage, operate, be a director or an employee of, or a consultant to any person, business, corporation, partnership, trust, limited liability company or other firm or enterprise ("Person") which is engaged in marketing, selling or distributing products or in developing product candidates in the United States which contain technology meant to achieve all or some of the same effects as the Corporation’s Aversion® Technology and are directly competitive with: (a) the Corporation’s products or product candidates in development or (b) its licensee’s products or product candidates in development that contain Aversion® Technology. For avoidance of doubt, product candidates are as evidenced by the current written product development plan and/or business plan of the Corporation at the time of termination date of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged and/or described in the design, development, production, marketing or distribution of products of Corporation’s most recent filing on Form 10-K with the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries Securities and Exchange Commission as of the date of the termination of the Employee's employment ’s employment. If any of the provisions of this section, or any part thereof, is terminated hereunderhereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that this agreement is assigned to the courts of any entity other than a subsidiary one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the Companyscope thereof or otherwise, this non-competition clause shall refer it is the intention of the parties hereto that such determination not bar or in any way affect the Corporation's right to the businesses of relief provided for herein in the Company and its subsidiaries and not those of the assignee as of the date courts of any other jurisdictions as to breaches or threatened breaches of such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordinglyother jurisdictions, the Employee above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesindependent covenants.

Non-Competition. 10.1 The Employee agrees that (a) Other than as agreed by APACHE in writing and other than pursuant to the IMS marketing agreement, for a period ending the earlier of (i) two years from the Closing and after (ii) the date hereof and ending on the third anniversary termination or nonrenewal by APACHE of the termination date of IMS marketing agreement (the Employee's employment hereunder he will "Non-Compete Period"), Cognizant shall not, and Cognizant shall procure that each corporation, partnership or other entity in which Cognizant owns, directly or indirectlyindirectly through one or more intermediaries, engage in shares of stock or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner other ownership interests having ordinary voting power (other than as stock or such other ownership interests having such power only by reason of the happening of a passive investor owning contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity ("Cognizant Entity"), shall not, develop or market products which are derived from a data source providing solely longitudinal HIV/AIDS clinical patient data collected within the United States ("Competitive Products"). (b) Notwithstanding (a) above, nothing herein shall prohibit Cognizant or any Cognizant Entity from acquiring any Person (an "Acquired Person") which conducts a business which develops or markets a Competitive Product (a "Competitive Business") provided that such Acquired Person derived less than a 233% interest in a publicly held company)) which is competitive in any respect with any of its revenue from the businesses of Competing Business during the Company 12 month period immediately prior to the acquisition thereof and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged nothing herein shall prohibit such Acquired Person from continuing to engage in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignmentCompetitive Business. 10.2 (c) If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdictionjurisdiction finally holds that the time, and all appeals therefrom shall have failed territory or the time for such appeals shall have expiredany other provision set forth in this Section constitutes an unreasonable restriction, such provisionprovision shall not be rendered void, but shall be limited apply as to such time, territory or to such other extent as such court may determine constitutes a reasonable restriction. Cognizant acknowledges that the extent permitted by law. 10.3 It is agreed restrictions set forth in this Section 6.1 are reasonable and necessary to protect the legitimate interests of Buyer and that it would be impossible to fully compensate the Company for damages for any breach of the obligations terms, conditions or covenants set forth herein (a) may be competitively unfair and may cause irreparable damage to the Buyer because of the Employee hereunderspecial, unique, unusual and extraordinary character of the Business and the Buyer's recovery of damages at law may not be an adequate remedy. Accordingly, Cognizant agrees that for any breach of the Employee and terms, covenants or agreements set forth in this Section 6.1, a restraining order or injunction or both may be issued against Cognizant, in addition to any other rights or remedies the Company specifically agree Buyer may have. Cognizant acknowledges that the Company and any of its affiliates or successors Buyer shall be entitled to temporary an equitable accounting of all earnings, profits or other benefits arising from such breach and permanent injunctive relief shall be entitled to enforce receive such obligations and that such relief other damages, direct or consequential, as may be granted without appropriate. (d) During the necessity Non-Compete Period, Cognizant will not solicit to employ any employee of proving actual damages.the Business, as of December 1, 1996, so long as they are employed by the

Non-Competition. 10.1 The Employee agrees that from and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ • ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • 800.327.7877 (a) For a period of one (1) year after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will Separation Date, Employee shall not, : (i) directly or indirectly, indirectly act in concert or conspire with any person employed by the Company in order to engage in or be concerned with prepare to engage in or interested in, advise, lend money to, guarantee the debts to have a financial or obligations of, or permit his name other interest in any business or any part thereof activity that he knows (or reasonably should have known) to be used directly competitive either with Company Business as then being carried on or with any business, activity, product or service which was under active development while Employee was employed byby the Company if such development was actively pursued or considered during the two (2) year period preceding the Separation Date; or (ii) serve as an employee, any business (whether as a proprietoragent, partner, joint venturershareholder, employerdirector, agentor consultant for, employeeor in any other capacity participate, consultantengage, officeror have a financial or other interest in any business or any activity that he knows (or reasonably should have known) to be directly competitive either with the Company Business as then being carried on or with any business, beneficial activity, product or record owner service which was under active development while Employee was employed by the Company if such development was actively pursued or considered during the two (other than 2) year period preceding the Separation Date (provided, however, that notwithstanding anything to the contrary contained in this Agreement, Employee may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934). (b) In the event Employee violates any provision of this Section 12 as to which there is a specific time period during which he is prohibited from taking certain actions or from engaging in certain activities as set forth in such provision, such violation shall toll the running of such time period from the date of such violation until such violation shall cease. The foregoing shall in no way limit the Company’s rights under Section 15 of this Agreement. (c) Employee has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 12 and this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Employee, would not operate as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any bar to Employee’s sole means of support, are fully required to protect the businesses legitimate interests of the Company and its subsidiaries as conducted as of do not confer a benefit upon the date Company disproportionate to the detriment to Employee's employment is terminated hereunder or which is. Employee further acknowledges that his obligations in this Section 12 are made in consideration of, directly or indirectly, engaged in and are adequately supported by the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed payments by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignmentEmployee described herein. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from shall not, during the course of Employee’s employment and after the date hereof for a period of one year (and ending on the third anniversary if one year is determined by a court to be unenforceable, for a period of 6 months) following the termination date of the Employee's ’s employment hereunder he will notwith ▇▇▇▇▇▇▇, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether serve as a proprietor, partner, joint venturerprincipal, employerlicensor, agentlicensee, employee, consultant, officer, beneficial director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or record owner otherwise for (other than except for passive ownership of up to three percent (3%) or less of any entity whose securities have been registered under the Securities Act of 1933, as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any amended, or Section 12 of the businesses Securities Exchange Act of the Company and its subsidiaries 1934, as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged amended) a “competitor” in the designsame or a similar capacity to which Employee provided services to GoDaddy or GoDaddy’s customers within the prior two years of Employee’s employment. A “competitor” is a person or business that offers products or services that are the same or similar in function or purpose to any products or services provided by ▇▇▇▇▇▇▇.▇▇▇, developmentLLC, productionGoDaddy, marketing Inc. or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its their respective subsidiaries as of the date of the termination of Employee's employment ’s employment, including any products or services that any of the foregoing entities have taken material steps toward developing and providing as of such date of termination. Because of the nature of services provided on the Internet, this restriction is terminated hereundernot geographically limited, provided, however, that if a court determines that the lack of a geographical limitation renders any part of this Agreement unenforceable, this restriction shall be limited to providing such products or services within a 50 mile radius (and if a 50 mile radius is determined by a court to be unenforceable, within a radius of 30 miles) from any state within the United States or any country outside the United States, in each case in which ▇▇▇▇▇▇▇.▇▇▇, LLC, GoDaddy, Inc. or their respective subsidiaries conducts business during Employee’s employment. In consideration for the foregoing non-competition covenant, GoDaddy shall provide Employee confidential, proprietary, and trade secret information of GoDaddy, including but not limited to financial data, customer information, pricing, or similar confidential information. GoDaddy’s confidential, proprietary, and trade secret information, which Employee acknowledges is sufficient consideration to enter into this Agreement, provides GoDaddy with a competitive advantage in the marketplace. Employee acknowledges that Employee will derive significant value from GoDaddy providing Employee with confidential information and trade secrets to enable Employee to optimize the performance of Employee’s job duties. Employee further acknowledges that Employee’s fulfillment of the obligations in this Agreement, including but not limited to, Employee’s obligations in Sections 4, 5, and 7, is necessary to protect Confidential Information and preserve the value and goodwill of GoDaddy. Employee also acknowledges the time, geographic and scope limitations in Sections 4 and 7 are fair and reasonable in all respects, especially in light of GoDaddy’s need to protect Confidential Information and the scope and nature of the GoDaddy’s business, and that Employee will not be precluded from gainful employment. In the event of Employee’s breach or violation of Sections 4 and/or 7, the restricted periods in Sections 4 and 7 shall be tolled until such breach or violation has been duly cured or resolved. In the event that this agreement is assigned to any entity other than a subsidiary portion of the Company, this Employee’s non-competition clause shall refer covenant is deemed overbroad or unreasonable, the Parties expressly request that the Court reform the covenant to the businesses of the Company and its subsidiaries render it reasonable and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdictionoverbroad, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed Parties acknowledge that it would be impossible is the Parties’ intent to fully compensate reform the Company for damages for breach of agreement in the obligations of broadest manner possible to render it enforceable rather than to invalidate the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesAgreement.

Non-Competition. 10.1 The Employee agrees that from and (a) Subject to Buyer’s compliance with its obligations under this Agreement, for a period of three (3) years after the date hereof Closing Date, Seller shall not, and ending on Seller shall ensure that its subsidiaries, parents, successors and assigns do not, anywhere in the third anniversary of the termination date of the Employee's employment hereunder he will notworld, directly or indirectly, without the prior written consent of Buyer, (i) engage in the Business, (ii) invest, participate or be concerned with assist (financially or interested in, advise, lend money to, guarantee the debts or obligations ofotherwise), or permit his name participate or assist, in (except for where Seller would have less than a 10% ownership interest) in the conduct of the Business, or (iii) license any Intellectual Property Right for use in the conduct of the Business, or intentionally disclose to a third party without confidentiality restriction any confidential Intellectual Property Right that is subject to the License where Seller knows that such Intellectual Property Right will be used by the third party in the conduct of the Business (collectively, the “Competing Activity”). The covenants contained in this Section 9.1 shall be construed as a series of separate covenants, one for each county, city, state and country of the geographic scope. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in Section 9.1. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunderenforced. In the event that the provisions of this agreement Section 9.1 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law, provided, however, that in the event of such acquisition where the aggregate annual gross revenue related to the Competing Activity exceeds 10% of the aggregate annual gross revenue of the Person or divisions or lines of business of such Person, Parent, Seller and their Subsidiaries shall nevertheless be permitted to acquire such Person or business but, in such event, shall be required to divest the portion of the Person or business that engages in Competing Activity to an unaffiliated third party or discontinue said portion as soon as reasonably practicable and in any event within eighteen (18) months of the acquisition thereof; provided that such eighteen (18) month period shall be extended to the date on which all approvals from a Governmental Authority required to complete the divestiture are received (to no later than the second anniversary following the acquisition of such Person or divisions or lines of business of such Person) if such approvals are not received by the end of such eighteen (18) month period. (b) Seller acknowledges that (i) the goodwill of the Business prior to the Closing Date is assigned an integral component of the value of this Agreement to Buyer and is reflected in the consideration paid and payable to Seller hereunder and (ii) Seller’s agreements as set forth herein are necessary to preserve the value of that goodwill for Buyer following the Acquisition. Seller also acknowledges that (x) the limitations of time, geographic scope and scope of activity agreed to in this Agreement are reasonable because, among other things, Seller and Buyer are engaged in a highly competitive industry, Seller has unique access to the trade secrets and know-how related to the Business, including the plans and strategy (and, in particular, the competitive strategy) of the Business, Seller is receiving significant consideration in connection with the Agreement, and Seller has conducted the Business with parties throughout the United States and the world, (y) that the relevant market for the Business is national, international and worldwide in scope, and (z) that there exists intense national, international and worldwide competition for the products and services of the Business. (c) Seller agrees that if it breaches any provision of this Section 9.1, any remedy at law for any breach of the provisions of this Section 9.1 would be inadequate, and Seller hereby consents, in addition to any entity other than a subsidiary right or remedy otherwise available to Buyer and without the necessity of the Companyactual monetary loss being proved, this non-competition clause shall refer to the businesses granting of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business an injunction or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of other equitable relief from a court of competent jurisdiction, jurisdiction restraining such breach or threatened breach and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed obtaining of specific performance of any such provision of this Section 9.1 in order that it would be impossible to fully compensate the Company for damages for breach or threatened breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief provisions may be granted without the necessity of proving actual damageseffectively restrained.

Non-Competition. 10.1 The Employee agrees that from and after the (a) Until such date hereof and ending as there is no Stockholder Designee then serving on the third anniversary of Board pursuant to this Agreement, the termination date of Stockholders and the Employee's employment hereunder he will Management Company shall not, and shall cause their respective controlled Affiliates not to, directly or indirectly, engage acquire, hold or otherwise invest in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with Beneficially Own any of the businesses companies set forth on Schedule 4.4 (each such company and its successors and assigns (by (i) any securities or assets of any Person through any employee benefit plan or pension plan, (ii) securities of any Competitor having less than 5% of the outstanding voting power of such Person, so long as neither the Management Company, the Stockholders nor any of their respective controlled Affiliates control such Competitor, or (iii) any securities of any Person or any assets that, in either case, are disposed of by a Competitor in a divesture or similar transaction where such Person or assets so disposed of by the Competitor is not directly competitive with the business conducted by the Company and the Target on the date hereof. The noncompetition covenants contained in this Agreement shall be deemed to apply separately, not collectively, to each city, county, state and country of any geographic area in which the Company or any Company Subsidiary conducts its subsidiaries as conducted business as of the date the Employee's employment is terminated hereunder or which ishereof and shall be severable as to each such city, directly or indirectlycounty, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company state and its subsidiaries and not those of the assignee as of the date country of any such assignment. 10.2 If any geographic area. It is the desire and intent of the foregoing parties hereto that the provisions relating of this Section 4.4(a) shall be enforced to the duration, business or geographic scope fullest extent permitted under the Laws and public policies of this covenant shall be held to be more restrictive than permitted by the law of the each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 4.4(a) is unenforceable, such court will have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties hereto that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 4.4(a) in the jurisdiction of the court that has made the adjudication. For the avoidance of doubt, if the Stockholder Designees resign from the Board for the purpose, in whole or in part, of the Stockholders and the Management Company seeks enforcement thereof by (and each of their respective controlled Affiliates) no longer being subject to the restrictions set forth in this Section 4.4, the right of ACP to designate Stockholder Designees pursuant to Section 3.1 shall be terminated permanently. (b) If the final determination judgment of a court of competent jurisdictionjurisdiction declares that any term or provision of this Section 4.4 is invalid, and all appeals therefrom unenforceable or overbroad, the parties agree that the court making such determination shall have failed the power to reduce the scope, duration, or area of the time for such appeals shall have expired, such term or provision, shall be limited to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid, enforceable and reasonable and that comes closest to expressing the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate intention of the Company for damages for breach of invalid or unenforceable term or provision (but in no event increasing the obligations of the Employee Stockholders in any respect hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages).

Non-Competition. 10.1 The Employee (a) As a material and significant inducement to InfoLogix to enter into this Agreement, and without allocating any portion of the Merger Consideration, each of the Shareholders agrees that that, for the longer of (i) three years from and after the date hereof and ending Closing Date or (ii) the term of such Shareholder’s service on the third anniversary of the termination date of the Employee's employment hereunder he will Advisory Board, such Shareholder shall not, directly or indirectly, either individually, collectively or in combination, for itself or on behalf of any other Person, engage in or be concerned with or financially interested inin (as an agent, adviseconsultant, lend money todirector, guarantee the debts or obligations ofemployee, or permit his name or any part thereof to be used or employed byindependent contractor, any business (whether as a proprietorofficers, owner, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial principal or record owner (other than otherwise) any business that directly or indirectly competes with the business of InfoLogix and the Surviving Corporation as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted or proposed to be conducted as of the date of this Agreement (a “Competing Business”). This restriction shall apply in North America. Nothing in this Section 8.6 shall prevent (i) the Employee's employment Shareholders from acquiring and developing a Protected Item pursuant to Section 8.4 of this Agreement, provided that such Protected Item is terminated hereunder not used in connection with or which istransferred to a Competing Business or (ii) a Shareholder from owning for investment up to five percent of any class of equity security of an entity whose securities are traded on a national securities exchange or market. Further, directly or indirectlyif a Shareholder is an attorney, engaged such Shareholder may engage in the designpractice of law in accordance with the canons of ethics of the state or states in which such Shareholder is authorized or may be authorized to practice law, developmentsubject to the confidentiality obligations set forth in Section 8.1 hereof. (b) Each of the Shareholders acknowledges that the restrictions contained in this Section 8.6 applicable to such Shareholder, production, marketing or distribution of products in light of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date business in which InfoLogix and its Affiliates is engaged, are reasonable and necessary to protect the legitimate interests of InfoLogix and its Affiliates, and that any violation of these restrictions may result in irreparable injury to InfoLogix and its Affiliates. Each of the Employee's employment is terminated hereunder. In Shareholders therefore agrees that, in the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses such Shareholder’s violation of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating restrictions applicable to the durationsuch Shareholder, business or geographic scope of this covenant InfoLogix and its Affiliates shall be held entitled to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a seek from any court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary : (i) preliminary and permanent injunctive relief against such Shareholder; (ii) damages from such Shareholder (including InfoLogix’s reasonable legal fees and other costs and expenses); and (iii) an equitable accounting of all compensation, commissions, earnings, profits and other benefits to enforce such obligations Shareholder arising from such violation; all of which rights shall be cumulative and that such relief in addition to any other rights and remedies to which InfoLogix and its Affiliates may be granted entitled as set forth herein or as a matter of law. (c) Each of the Shareholders agrees that if any portion of the restrictions contained in this Section 8.6 applicable to such Shareholder, or the application thereof, is construed to be invalid or unenforceable, the remainder of such restrictions or the application thereof shall not be affected and the remaining restrictions will have full force and effect without regard to the necessity invalid or unenforceable portions. If any restriction is held to be unenforceable because of proving actual damagesthe area covered, the duration thereof or the scope thereof, each of the Shareholders agrees that the court making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof, and the restriction shall then be enforceable in its reduced form. (d) If any Shareholder violates any restriction applicable to such Shareholder, the period of such violation (from the commencement of any such violation until such time as such violation shall be cured by such Shareholder) shall not count toward or be included in the restrictive period applicable to such Shareholder.

Non-Competition. 10.1 The Employee agrees that from (a) In consideration of, and after as a material inducement to, PubCo entering and/or causing the date hereof Company to enter into the Acquisition Agreements and ending on the third anniversary agreements set forth in Section 4 hereof, and to satisfy a condition to the closing of the termination date transactions contemplated by each of the Employee's employment hereunder he Acquisition Agreements and the issuance contemplated by Section 4 hereof, EnerVest voluntarily agrees to the covenants set forth in this Agreement. EnerVest agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects and not oppressive, will not cause EnerVest or the Restricted Persons undue hardship, and are necessary to prevent unfair competition and to protect the goodwill, value and substantial legitimate business interests associated with the assets and business purchased by PubCo and that EnerVest and the Restricted Persons are causing to be conveyed pursuant to the Acquisition Agreements. (b) EnerVest agrees that, during the Prohibited Period, EnerVest shall not, and EnerVest shall cause the Restricted Persons to not (in each case, other than with PubCo’s written consent), directly or indirectly, for EnerVest or any Restricted Person or on behalf of or in conjunction with any other Person: (i) engage in or be concerned with participate in the Business within the Market Area; (ii) own, manage, operate, become a partner, manager, member, or interested inofficer of, advise, lend or loan money to, guarantee any Person engaged in, or, to EnerVest’s knowledge, planning to engage in, the debts or obligations Business in the Market Area; or (iii) appropriate any Business Opportunity of, or permit his name or any part thereof to be used or employed byrelating to, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company PubCo or any of its direct or indirect subsidiaries located in the Market Area; provided that the foregoing clauses (i) - (iii) shall not prohibit (y) (A) EnerVest or a Restricted Person from engaging in Business to the extent applicable to its ownership of those Oil and Gas Interests described on Exhibit A owned by any such Person as of the date Closing Date, (B) any EV Person from engaging in Business to the extent applicable to its ownership of any Subject Interests acquired by it pursuant to Section 2, (C) EVOC from performing its obligations under the Services Agreement, or (D) EnerVest or a Restricted Person from forming a joint venture or other similar partnership or any other arrangement with any Person with respect to activities outside the Market Area (including if such Person is engaged in the Business in the Market Area so long as such joint venture, partnership or other arrangement does not relate to or include Business in the Market Area) and (z) EnerVest or a Restricted Person from making a Permitted Acquisition. (c) Because of the Employee's employment is terminated hereunder. In difficulty of measuring economic losses to PubCo and its direct and indirect subsidiaries as a result of a breach or threatened breach of the covenants set forth in this Agreement, and because of the immediate and irreparable damage that would be caused to PubCo and its direct and indirect subsidiaries for which they would have no other adequate remedy, PubCo and each of its direct and indirect subsidiaries shall be entitled to enforce the foregoing covenants, in the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving showing any actual damagesdamages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be PubCo’s or any of its direct and indirect subsidiaries’ exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to PubCo and each of its direct and indirect subsidiaries (whether arising under contract, at law or in equity). (d) EnerVest acknowledges and agrees that the covenants contained in this Section 1 are the result of arm’s-length bargaining and are fair and reasonable in light of (i) the nature and wide geographic scope of the business and assets acquired (directly or indirectly) by PubCo pursuant to the Acquisition Agreements, which such business is engaged throughout the Market Area; (ii) EnerVest’s and the Restricted Persons level of control over and contact with the business and assets conveyed through the Acquisition Agreements, and association with the goodwill of such business and assets; (iii) EnerVest’s and the Restricted Persons’ knowledge of the confidential and proprietary information associated with the business and assets conveyed through the Acquisition Agreements, which information would inevitably be disclosed if EnerVest or any Restricted Person were to violate any of the provisions of this Section 1; and (iv) the consideration that EnerVest and the Restricted Persons are directly and indirectly receiving in connection with the transactions contemplated by the Acquisition Agreements, the Services Agreement and Section 4 hereof and the goodwill and confidential and proprietary information that EnerVest and the Restricted Persons are causing to be conveyed and for which PubCo is paying pursuant to the Acquisition Agreements.

Non-Competition. 10.1 The Employee Executive agrees that from and after that, during the date hereof and ending on the third anniversary term of the termination date of the Employee's his employment hereunder and for a period of twenty-four (24) months following the Date of Termination, he will not, directly or indirectly, engage own, manage, operate, control or participate in the ownership, management, operation or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations control of, or permit his name or any part thereof to be used or employed byconnected as an officer, any business (whether as a proprietoremployee, partner, joint venturerdirector or otherwise with, employeror have any financial interest in, agentor aid or assist anyone else in the conduct of, employee, consultant, officer, beneficial any entity or record owner business (other than as a passive investor owning less than a 2% interest in a publicly held company)"Competitive Operation") which is competitive competes with any business conducted by Ithaca or by any group, division or subsidiary of Ithaca, in any respect with any area where such business is being conducted, or for which negotiations to conduct business are pending, at the Date of Termination. It is understood and agreed that, for the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any purposes of the foregoing provisions relating to the duration, business or geographic scope of this covenant Section 11, (i) no business shall be held deemed to be a business conducted by Ithaca or any group, division or subsidiary of Ithaca, unless not less than five percent (5%) of Ithaca's consolidated gross sales or operating revenues is derived from, or not less than five percent (5%) of Ithaca's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Ithaca or any group, division or subsidiary of Ithaca unless it is one from which five percent (5%) or more restrictive than permitted of its consolidated gross sales or operating revenues is derived, or to which five percent (5%) or more of its consolidated assets are devoted; and (iii) no business which is conducted by Ithaca at the law Date of Termination and which subsequently is sold by Ithaca shall after such sale be deemed to be a Competitive Operation within the meaning of this Section. Ownership of up to five percent (5%) of the jurisdiction in which voting stock of any publicly held corporation shall not constitute a violation of this Section 11. (a) It is expressly understood and agreed that although Executive and the Company seeks enforcement thereof consider the restrictions contained in this Section 11 to be reasonable, if a final judicial determination is made by the final determination of a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and all appeals therefrom shall have failed or the time for such appeals shall have expiredrestriction cannot be amended so as to make it enforceable, such provision, finding shall be limited to not affect the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach enforceability of any of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesother restrictions contained herein.

Non-Competition. 10.1 The Employee agrees that from and after For a period of four (4) years following the date hereof and ending on Closing (the third anniversary "Non-Competitive Term"), neither Seller nor any of the termination date of the Employee's employment hereunder he will notits Subsidiaries shall, directly or indirectly, engage anywhere in or be concerned with or interested the world in, adviseor have any ownership interest in, lend money toor participate in the financing, guarantee the debts operation, management or obligations control of, any Person that engages or permit his name or any part thereof to be used or employed by, participates in any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial that is substantially similar to or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries Kendro Business as conducted as of the date Closing Date (collectively, ▇▇▇ "Competition Activities"); provided, however, that the Employee's employment is terminated foregoing shall not prohibit Seller and its Subsidiaries from (i) owning any debt or debt obligations of any Person or entity, (ii) investing in securities representing less than five percent (5%) of the outstanding capital stock of any publicly-traded entity, or (iii) making an acquisition of a company that contains a competing business (provided that the primary intent of the acquisition was not to acquire the competing business and the revenues of the competing business are not greater than fifteen percent (15%) of the total revenues of the acquired entity). Each of the parties hereto agrees that if any provision of this Section 4.5 shall contravene or be invalid under the laws of any state or jurisdiction applicable hereto, then such contravention or invalidity shall not invalidate all of the provisions of this Section 4.5; but, rather, this Section 4.5 shall be construed, insofar as the laws of that state or jurisdiction are concerned, as not containing such provision, and the rights and obligations created hereby shall be construed and enforced accordingly. If, however, any such contravening provision relates to the term of the covenants contained in this Section 4.5 or the geographic areas to which they apply, then such covenants shall be construed as providing for the maximum time period and widest geographic area or areas which the laws of that state or jurisdiction permit. The rights of the parties hereunder or which isshall inure to, directly or indirectlyand the obligations of Seller hereunder shall be binding on, engaged its successors and assigns. Each of Seller and Purchaser hereby acknowledges and agrees that, in the designcontext of this Agreement, developmentthe terms stated in this Section 4.5 are no broader than necessary to protect Purchaser's legitimate business interest in connection with the purchase of the Kendro Entities and any associated goodwill. Notwithstanding the fo▇▇▇▇▇▇g, productionwith respect to any Competition Activities in any member country of the European Union, marketing or distribution (a) the Non-Competitive Term shall be for a period of three (3) years following the Closing and (b) the obligations of Seller and its Subsidiaries under this Section shall only apply in those member countries where products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries Kendro Entities are offered and/or sold as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignmentClosing Date. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from During the Term and after the date hereof and ending on the third anniversary for a period of the termination 24 months beyond Employee’s date of termination of employment for any reason (the Employee's employment hereunder he will “Restricted Period”), Employee shall not, directly or indirectly, engage in or be concerned become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means any business or interested inother endeavor, advise, lend money to, guarantee in any county of any state of the debts United States or obligations of, or permit his name a comparable jurisdiction in Canada or any part thereof to be used or employed byother country, any business (whether as of a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as kind being conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries (or of a kind in which the Company or any of its subsidiaries has made specific plans to engage, about which plans Employee has knowledge) in such jurisdiction (including, without limitation, Competitive Activities conducted by general online travel providers such as of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc, Orbitz and ▇▇▇▇▇▇▇▇▇.▇▇▇ Inc.) during the date of Term; provided, that if the Employee's employment is terminated hereunder. In the event that this agreement is assigned Company or its subsidiaries become engaged (or have made specific plans to engage, about which plans Employee has knowledge) in any entity other than a subsidiary of the Company, this non-competition clause travel-related businesses within three months before Employee’s termination of employment for any reason, such non-travel-related businesses shall refer not be a Competitive Activity; provided, further that any business or endeavor shall cease to the businesses of be a Competitive Activity if the Company and its subsidiaries are not or cease to be engaged in such business or endeavor; and not those (ii) Employee shall be considered to have become “associated with a Competitive Activity” if Employee becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity; provided, however, that if the Restricted Period would extend beyond the Severance Period (under circumstances in which Employee had received severance benefits under Section 1(d)), the Restricted Period shall end upon the expiration of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the durationSeverance Period, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which unless the Company seeks enforcement thereof by the final determination pays Employee at a rate of $100,000 per year (prorated on a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited monthly basis) to the extent permitted by law. 10.3 It is agreed that it would determines to continue the Restricted Period beyond the Severance Period. Notwithstanding the foregoing, it shall not be impossible a violation of this Section 2(b) or Section 2(d) for Employee to fully compensate serve on Existing Corporate Boards or to make and retain investments during the Company Restricted Period, for damages for breach investment purposes only, (A) in less than five percent (5%) of the obligations outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Employee is not otherwise affiliated with such corporation and (B) in an entity on which Employee serves on an Existing Corporate Board (as defined in Section 1A) solely so long as such entity does not engage in a Competitive Activity that is materially more significant than any Competitive Activity in which it was engaging at the Effective Date. Further, notwithstanding the foregoing, it shall not be a violation of this Section 2(b) or Section 2(d) for Employee, following termination of Employee’s employment for any reason, to (1) provide services to any person or entity engaged in any Competitive Activity if Employee is not involved, directly or indirectly, in the management, supervision or operations of such Competitive Activity and the gross revenues generated by such Competitive Activity do not constitute more than the lesser of (x) 15% of the Employee hereunder. Accordingly, the Employee consolidated gross revenues of such person or entity and the Company specifically agree that the Company and any of its affiliates or successors shall (y) 15% of the consolidated gross revenues of the Competitive Activities in which USAi and its subsidiaries engage as of Employee’s termination of employment (or $100 million, if lower), or (2) provide services to or otherwise be entitled affiliated with a venture capital or private equity firm that holds investments in entities engaged in any Competitive Activities if Employee is not involved, directly or indirectly, in (A) the management, operations or supervision of such investments or (B) advising such firm with respect to temporary such investments, provided that the gross revenues generated by such Competitive Activity do not constitute more than the lesser of (x) 15% of the consolidated gross revenues of such firm and permanent injunctive relief to enforce such obligations its affiliates or (y) 15% of the consolidated gross revenues of the Competitive Activities in which USAi and that such relief may be granted without the necessity its subsidiaries engage as of proving actual damagesEmployee’s termination of employment (or $100 million, if lower).

Non-Competition. 10.1 The Employee agrees that from and after (a) During the date hereof period commencing on the Effective Date and ending on the third anniversary of date that is 10 years following the termination date of Effective Date (the Employee's employment hereunder he will not"Non-Compete Period"), neither Licensor nor Holdings shall, and Holdings shall cause its Subsidiaries (for so long as they remain its Subsidiaries) not to, directly or indirectly, engage engage, in the Territory, in the Authorized Brokerage Services, other than (i) sales of Artistically Significant Residences in auction format and (ii) in the performance of its obligations under this Agreement. If the foregoing, or any portion thereof, shall for any reason be concerned with held invalid, illegal or interested inunenforceable, advisethe validity, lend money legality and enforceability of the remaining portions thereof shall not be affected or impaired thereby and such remaining portions shall remain in full force and effect. Moreover, if any provision shall be held to be excessively broad as to duration, activity or subject, such provision shall be construed by limiting and reducing it so as to be enforceable to the maximum extent allowable by applicable Law. (b) During the period commencing on the Effective Date and ending on the date that is three years following the Effective Date, neither Licensor nor Holdings shall, and Holdings shall cause its Subsidiaries (for so long as they remain Subsidiaries) not to, guarantee directly or indirectly: (i) cause or attempt to cause any employee of Licensee and any of its Affiliates, in each case who was an employee of SIR as of the debts Effective Date to terminate his or obligations ofher employment with the Licensee and any of its Affiliates or otherwise engage or participate in any effort to induce any such employee to terminate his or her employment with the Licensee and any of its Affiliates; or (ii) hire, or permit his name solicit or any part thereof attempt to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner hire (other than as a passive investor owning less than a 2% interest in a publicly held companyby general advertising)) which is competitive in , any respect with employee of the Licensee and any of the businesses its Affiliates, in each case who was an employee of the Company and its subsidiaries as conducted SIR as of the date the Employee's Effective Date, provided that nothing in this Section 11.2(b) shall prohibit Licensor or any Licensor Affiliate from hiring any such employee whose employment is by Licensee or any of its Affiliates has been terminated hereunder or which isfor at least six months and who initiates, directly or indirectly, engaged in the design, development, production, marketing discussions with such Licensor or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. Licensor Affiliate regarding possible employment. (c) In the event that this agreement Holdings becomes Controlled by any Person who is assigned to any entity other than not a subsidiary Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee Exchange Act) who Controls Holdings as of the date Effective Date or a Taubman Family Member or such a group of Taubman Family Members (an "Acquiror") (such event, a "Holdings Change of Control"), then such Acquiror and such Acquiror's Affiliates (other than Holdings and its Subsidiaries) (the "Acquiror Group") shall neither provide nor offer any such assignment. 10.2 If any of Authorized Brokerage Services under the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed Licensed Marks or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 Sotheby's ▇▇▇▇. It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree understood that the Company Acquiror Group is not prohibited from offering and providing Authorized Brokerage Services other than under any of its affiliates Licensed ▇▇▇▇ or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesSotheby's ▇▇▇▇.

Non-Competition. 10.1 The Employee agrees In order that from Purchaser and after its Affiliates may have and enjoy the date hereof and ending on full benefit of the Businesses, until the earlier of (a) the third anniversary of the termination date Closing Date and (ii) the time ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ cease to be employees of or otherwise provide services to Parent, Star Mountain or any of their respective Affiliates (the Employee's employment hereunder he will not"Non-Competition Period"), neither Sellers nor any of their Subsidiaries will, directly or indirectly, engage in any activity involving, or be concerned with own any equity of or interested in, advise, lend money to, guarantee the debts or obligations debt convertible into equity of, control, operate or permit his name or any part thereof to be used or employed byassist an entity that is in, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive that competes with the Project Management Business in any respect with jurisdiction in which the Project Management Business operates (the "Competitive Business") or provide any project management related services to a Competitive Business or license, sublicense or otherwise make available to any Person any project management related technology or intellectual property that can be utilized to engage in the Competitive Business; provided, however, that the foregoing shall not prohibit Sellers or any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which istheir Subsidiaries from (i) acquiring, directly or indirectly, securities of any Person traded in a public market that participates in a Competitive Business; provided that Sellers and their Subsidiaries do not, in the aggregate, own more than 5% of any class of securities of such Person; or (ii) acquiring a company (the "Diversified Company") or a business having not more than 25% of its gross revenues attributable to a Competitive Business, so long as, with respect to such Diversified Company or business acquired, such Seller and/or its Subsidiaries shall have divested itself within 12 months of its acquisition of such Diversified Company of the assets of such Diversified Company that constitute the Competitive Business and pending such disposition of the Competitive Business, Sellers and/or its Subsidiaries, as applicable, puts into place procedures reasonably designed to ensure the autonomy and independence of the entity or division engaged in the designCompetitive Business. Notwithstanding the foregoing, development, production, marketing or distribution of products of nothing contained in this Section 5.7 shall prevent the nature designed, developed, produced marketed or distributed by the Company Sellers or any of its subsidiaries as of their Subsidiaries through the date of the Employee's employment is terminated hereunderGovernment group from providing project management services to government agencies or non-governmental parties involved in government contracts. In the event that the provisions of this agreement is assigned Section 5.7 should ever be deemed to exceed the time or geographic limitations or any entity other than a subsidiary of the Companylimitations permitted by applicable law in any jurisdiction, this non-competition clause then such provisions shall refer be deemed reformed in such jurisdiction to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 maximum permitted by applicable law. If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and Seller violates any of its affiliates obligations under this Section 5.7, Purchaser and its Affiliates may proceed against such Seller in law or successors in equity for such damages or other relief as a court may deem appropriate. Sellers each acknowledge that a violation of this Section 5.7 will cause Purchaser and its Affiliates irreparable harm which cannot be adequately compensated for by money damages. Each Seller therefore agrees that in the event of any actual or threatened violation of this Section 5.7, Purchaser and its Affiliates shall be entitled entitled, in addition to other remedies that they may have, to a temporary restraining order and permanent to preliminary and final injunctive relief against Sellers or such Subsidiary of Sellers to enforce such obligations and that such relief may be granted prevent any violations of this Section 5.7, without the necessity of proving actual damagesdamages or posting a bond.

Non-Competition. 10.1 The Employee agrees that from and after A) During the date hereof and ending on period in which the third anniversary Project Entity is a licensee of WCCI, without the termination date prior written consent of the Employee's employment hereunder he will notNYBE, WCCI shall not directly or indirectlyindirectly own, engage operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of any restaurant engaged in the sale of bagels or bagel related products located in the Territory. B) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of NYBE, WCCI shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, construction, operation or management of quick service fresh-mex Mexican restaurants, located within the Designated Market Area or Areas identified by the then current ▇▇▇▇▇▇▇ Well Map, published by the ▇.▇. ▇▇▇▇▇▇▇ Company, in which the Project Entity is operating an Atomic Burrito-Registered Trademark- restaurant. C) The restrictions on WCCI set forth in Section 3.10(A) and (B) shall also apply to any entities or Persons directly or indirectly controlled by WCCI. D) The restrictions set forth in Section 3.10(A) are subject to the following exceptions: i) such restrictions shall not be concerned with considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or interested inbagel related products, advise, lend money to, guarantee located outside the debts or obligations of, or permit his name or any part thereof to Territory; ii) such restrictions shall not be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor considered violated by reason of WCCI owning less than a 2% five percent (5%) interest in a publicly held company)) which is competitive in legal entity that owns, develops, constructs, operates or manages any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, restaurant engaged in the designsale of bagels or bagel related products; E) During the period in which the Project Entity is a licensee of WCCI, without the prior written consent of WCCI, NYBE shall not directly or indirectly own, operate, develop, construct, manage or participate in the ownership, development, productionconstruction, marketing operation or distribution management of products quick service fresh-mex Mexican restaurants located in the Territory. F) The restrictions on NYBE set forth in Section 3.10(E) shall also apply to any entities or Persons directly or indirectly controlled by NYBE. G) The restrictions set forth in Section 3.10(E) shall not be considered violated by reason of NYBE owning less than a five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any quick service fresh-mex Mexican restaurants; H) Each party hereby agrees that the restrictions set forth in this Section 3.10 are founded on valuable consideration and are reasonable in duration and geographic area in view of the nature designed, developed, produced marketed or distributed by circumstances under which this Agreement is executed and that such restrictions are necessary to protect the Company or any of its subsidiaries as legitimate interests of the date of the Employee's employment is terminated hereunderparties. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope provision of this covenant shall be held Section 3.10 is determined to be more restrictive than permitted invalid by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a any arbitrator or court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, provisions of this Section 3.10 shall be limited deemed to have been amended and the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the intent of this Section 3.10 to render the terms of this Section 3.10 enforceable in all respects as so modified. I) Each party acknowledges and agrees that irreparable injury may result to the extent permitted by law. 10.3 It is agreed other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that it would be impossible to fully compensate the Company remedy at law for damages for the breach of the obligations any such covenant will be inadequate. Therefore, if any party shall engage in any act in violation of any of the Employee hereunder. Accordinglyprovisions of this Section 3.10, the Employee and the Company specifically agree that the Company and any of its affiliates or successors other party shall be entitled entitled, in addition to temporary such other remedies and permanent damages as may be available to either or both of them at law or under this Agreement, to injunctive relief to enforce such obligations and that such relief may be granted without the necessity provisions of proving actual damagesthis Section 3.10.

Non-Competition. 10.1 The Employee agrees For a period of five years after the Closing Date (the "Non-Competition Period"), Seller and Centerpulse shall not and shall cause their respective Affiliates not to directly or indirectly own, control or operate an entity or a business that is in the business of manufacturing, marketing, distributing or selling cardiovascular valves or components therefor, or develop or design any products or components intended to be used in cardiovascular valves products (the "Competitive Business"); provided, however, that the foregoing shall not prohibit any such Person from (i) acquiring, only as a passive investment, directly or indirectly, securities of any Person traded in a public market that participates in a Competitive Business; provided that Centerpulse, Seller and after its Affiliates do not, in the aggregate, own more than 5% of any class of securities or voting securities of such Person; or (ii) acquiring a company (the "Diversified Company") or a business (x) having not more than 20% of its gross revenues attributable to a Competitive Business, or (y) having more than 20% of its gross revenues attributable to a Competitive Business, so long as, with respect to such Diversified Company or business acquired that shall have derived more than 20% of its gross revenues from a Competitive Business, Seller shall have divested itself within 12 months of its acquisition of such Diversified Company or business of the assets of such Diversified Company or business that constitute the Competitive Business provided further that (A) Centerpulse, Seller and their Affiliates shall not acquire a Diversified Company or business having more than 25% of its gross revenues attributable to a Competitive Business and (B) Centerpulse shall not permit ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (in his capacity as an employee or consultant of Centerpulse or its Affiliates) to provide advice to or otherwise assist any Competitive Business referred to in clause (ii) above during the time that Centerpulse and/or its Affiliates directly or indirectly own same. Except as to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Seller shall not and shall not permit any of its Affiliates to, directly or indirectly (i) solicit the employment of (except for general solicitations) any member of the senior management team of the Valves Business or any sales person employed by the Valves Business or (ii) employ or solicit the employment of (except for general solicitations) any Person listed in the definition of Knowledge, for a period commencing on the date hereof and ending on twelve months after the third anniversary of the termination date of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignmentClosing Date. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees You acknowledge that from during the course of your employment with the Company prior to and after the date hereof Closing Date, (i) you have had and will continue to have access to trade secrets and other Confidential Information of the Company and its Affiliates, which, if disclosed (or used), would unfairly and inappropriately assist in competition against the Company or any of its Affiliates; (ii) the Company and its Affiliates have substantial, longstanding and near-permanent relationships with their customers and you have had and will continue to have access to these customers; and (iii) you have generated and will continue to generate goodwill for the Company and its Affiliates in the course of your employment. Therefore, you agree that the following restrictions on your activities during and after your employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates from unfair and inappropriate competition: (i) For the period beginning on the Closing Date and ending on 24 months immediately following termination of your employment for any reason with the third anniversary of Company (the termination date of the Employee's employment hereunder he "Restricted Period"), you will not, directly or indirectly, engage in on behalf of any individual or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (entity other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries Affiliates, participate in any capacity (whether as conducted as of the date the Employee's employment is terminated hereunder an owner, employee, partner, independent contractor or which isotherwise, whether with or without compensation), directly or indirectly, in any business engaged in the designprovision of any medical, developmentmental health, productionelectronic health records or tele-phyciatry or tele-psychology services provided to correctional entities, marketing or distribution any services provided in any related health care industry that the Company and its Affiliates is providing or actively pursuing at the time of products or prior to termination of your employment (the "Restricted Activities"), in any geographic area in which the Company or any its Affiliates conducts the Restricted Activities, or is planning to conduct the Restricted Activities as of the nature designeddate of such termination (the "Restricted Territory"); provided, developedhowever, produced marketed that ownership of less than 5% of the outstanding stock of any publicly traded company will not by itself be deemed to be a violation of this provision; provided, further, that continued service on any board of directors of any Person on which you serve on the date hereof shall not in itself be a Restricted Activity. (ii) During the Restricted Period, you will not directly or distributed by indirectly, and will not assist directly or indirectly any other Person to (A) solicit, hire or engage in any capacity any employee of the Company or any of its subsidiaries as Affiliates (or any Person who was an employee of the Company or any of its Affiliates within six months of the date of your termination or the Employee's employment is terminated hereunder. In the event that this agreement is assigned date such hiring or engagement occurs) or solicit or seek to persuade any entity other than a subsidiary employee of the CompanyCompany or any of its Affiliates to discontinue such employment (provided, that, so long as you are otherwise in compliance with this non-competition clause shall refer paragraph, you will not be prohibited from hiring any Person who is responding to a general solicitation of employment), (B) call on, solicit, induce, influence or encourage any customer of the Company or any of its Affiliates or independent contractor providing services to the businesses Company or any of its Affiliates to terminate or diminish its relationship with them or (C) seek to persuade any customer (or any Person who was a customer of the Company and its subsidiaries and not those of the assignee as Affiliates within 12 months of the date of any such assignment. 10.2 If any your termination or within 12 months of the foregoing provisions relating to date such solicitation or encouragement commences or occurs, as the duration, business case may be) or geographic scope of this covenant shall be held to be more restrictive than permitted by the law prospective customer of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates Affiliates to conduct with anyone else any business or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and activity that such relief may be granted without customer or prospective customer conducts or could conduct with the necessity Company or any of proving actual damagesits Affiliates.

Non-Competition. 10.1 The Employee agrees that from and after (a) During the date hereof period commencing on the Effective Date and ending on the third anniversary of date that is 10 years following the termination date of Effective Date (the Employee's employment hereunder he will not“Non-Compete Period”), neither Licensor nor Holdings shall, and Holdings shall cause its Subsidiaries (for so long as they remain its Subsidiaries) not to, directly or indirectly, engage engage, in the Territory, in the Authorized Brokerage Services, other than (i) sales of Artistically Significant Residences in auction format and (ii) in the performance of its obligations under this Agreement. If the foregoing, or any portion thereof, shall for any reason be concerned with held invalid, illegal or interested inunenforceable, advisethe validity, lend money legality and enforceability of the remaining portions thereof shall not be affected or impaired thereby and such remaining portions shall remain in full force and effect. Moreover, if any provision shall be held to be excessively broad as to duration, activity or subject, such provision shall be construed by limiting and reducing it so as to be enforceable to the maximum extent allowable by applicable Law. (b) During the period commencing on the Effective Date and ending on the date that is three years following the Effective Date, neither Licensor nor Holdings shall, and Holdings shall cause its Subsidiaries (for so long as they remain Subsidiaries) not to, guarantee directly or indirectly: (i) cause or attempt to cause any employee of Licensee and any of its Affiliates, in each case who was an employee of SIR as of the debts Effective Date to terminate his or obligations ofher employment with the Licensee and any of its Affiliates or otherwise engage or participate in any effort to induce any such employee to terminate his or her employment with the Licensee and any of its Affiliates; or (ii) hire, or permit his name solicit or any part thereof attempt to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner hire (other than as a passive investor owning less than a 2% interest in a publicly held companyby general advertising)) which is competitive in , any respect with employee of the Licensee and any of the businesses its Affiliates, in each case who was an employee of the Company and its subsidiaries as conducted SIR as of the date the Employee's Effective Date, provided that nothing in this Section 11.2(b) shall prohibit Licensor or any Licensor Affiliate from hiring any such employee whose employment is by Licensee or any of its Affiliates has been terminated hereunder or which isfor at least six months and who initiates, directly or indirectly, engaged in the design, development, production, marketing discussions with such Licensor or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignmentLicensor Affiliate regarding possible employment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 (i) The Employee agrees that from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will Company shall not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money and shall cause its Subsidiaries not to, guarantee for a period of five years following the debts Closing Date, establish or obligations ofacquire any new businesses within the Business Territory that involve the manufacture, distribution or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution sale of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries Business as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned Closing Date, nor directly or indirectly invest, manage, operate, or provide consulting, manufacturing or co-packing services to any entity other than a subsidiary person engaged or, to the Knowledge of the Company, planning to become engaged in the Business (the “Competitive Activities”). (ii) Notwithstanding paragraph (i) of this non-competition clause Section 4.1(c), the Company and each of its Subsidiaries shall refer be permitted to (A) continue to conduct their current businesses and extensions thereof (other than the businesses Business); (B) acquire and own interests of any Person engaged in Competitive Activities, so long as such interests do not represent five percent or more of such Person’s voting securities; (C) acquire, own and operate, or otherwise invest in, a Person that competes with the Business (so long as the portion of the revenue of such Person derived solely from Competitive Activities does not account for more than five percent (5%) of the consolidated revenue of the Company during its most recently completed fiscal year); (D) be acquired by one or more entities that own(s) a business that competes with the Business; or (E) manufacture, market, sell and its subsidiaries and not those distribute any or all of the assignee following products: (1) frozen food products for which the predominant ingredient (as contemplated by 21 CFR 101.4(a) or one or more successor regulations of the date of U.S. Food and Drug Administration) is not a seafood product but otherwise includes seafood, (2) broth products that include seafood and (3) any such assignmentseafood product not intended for human consumption. 10.2 (iii) If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination judgment of a court of competent jurisdiction, and all appeals therefrom shall have failed jurisdiction declares that any term of this Section 4.1(c) or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It Section 4.1(d) is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordinglyinvalid or unenforceable, the Employee and the Company specifically parties agree that the Company court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term of provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid or enforceable and any that comes close to expressing the intention of its affiliates the invalid or successors unenforceable term or provision, and that this Section 4.1(c) or Section 4.1(d) shall be entitled to temporary and permanent injunctive relief to enforce enforceable as so modified after the expiration of the time within which such obligations and that such relief judgment may be granted without appealed. The parties hereto agree that this Section 4.1(c)(iii) is reasonable and necessary to protect and preserve the necessity Buyer’s legitimate business interests and the value of proving actual damagesthe Business and to prevent any unfair advantage conferred on the Company.

Non-Competition. 10.1 The Employee agrees that from and after (a) During the date hereof period commencing on the Effective Date and ending on the third anniversary of date that is 10 years following the termination date of Effective Date (the Employee's employment hereunder he will not“Non-Compete Period”), neither Licensor nor Holdings shall, and Holdings shall cause its Subsidiaries (for so long as they remain its Subsidiaries) not to, directly or indirectly, engage engage, in the Territory, in the Authorized Brokerage Services, other than (i) sales of Artistically Significant Residences in auction format and (ii) in the performance of its obligations under this Agreement. If the foregoing, or any portion thereof, shall for any reason be concerned with held invalid, illegal or interested inunenforceable, advisethe validity, lend money legality and enforceability of the remaining portions thereof shall not be affected or impaired thereby and such remaining portions shall remain in full force and effect. Moreover, if any provision shall be held to be excessively broad as to duration, activity or subject, such provision shall be construed by limiting and reducing it so as to be enforceable to the maximum extent allowable by applicable Law. (b) During the period commencing on the Effective Date and ending on the date that is three years following the Effective Date, neither Licensor nor Holdings shall, and Holdings shall cause its Subsidiaries (for so long as they remain Subsidiaries) not to, guarantee directly or indirectly: (i) cause or attempt to cause any employee of Licensee and any of its Affiliates, in each case who was an employee of SIR as of the debts Effective Date to terminate his or obligations ofher employment with the Licensee and any of its Affiliates or otherwise engage or participate in any effort to induce any such employee to terminate his or her employment with the Licensee and any of its Affiliates; or (ii) hire, or permit his name solicit or any part thereof attempt to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner hire (other than as a passive investor owning less than a 2% interest in a publicly held companyby general advertising)) which is competitive in , any respect with employee of the Licensee and any of the businesses its Affiliates, in each case who was an employee of the Company and its subsidiaries as conducted SIR as of the date the Employee's Effective Date, provided that nothing in this Section 11.2(b) shall prohibit Licensor or any Licensor Affiliate from hiring any such employee whose employment is by Licensee or any of its Affiliates has been terminated hereunder or which isfor at least six months and who initiates, directly or indirectly, engaged in the design, development, production, marketing discussions with such Licensor or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. Licensor Affiliate regarding possible employment. (c) In the event that this agreement Holdings becomes Controlled by any Person who is assigned to any entity other than not a subsidiary Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee Exchange Act) who Controls Holdings as of the date Effective Date or a Taubman Family Member or such a group of Taubman Family Members (an “Acquiror”) (such event, a “Holdings Change of Control”), then such Acquiror and such Acquiror’s Affiliates (other than Holdings and its Subsidiaries) (the “Acquiror Group”) shall neither provide nor offer any such assignment. 10.2 If any of Authorized Brokerage Services under the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed Licensed Marks or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 Sotheby’s ▇▇▇▇. It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree understood that the Company Acquiror Group is not prohibited from offering and providing Authorized Brokerage Services other than under any of its affiliates Licensed ▇▇▇▇ or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesSotheby’s ▇▇▇▇.

Non-Competition. 10.1 (a) The Employee agrees that from and after term of Non-Competition (herein so called) shall be for a term beginning on the date hereof and ending on continuing until the third later of (i) the expiration of the Employment Period or (ii) if applicable, the first anniversary of the termination date Date of Termination. (b) During the term of Non-Competition, the Executive will not (other than for the benefit of the Employee's employment hereunder he will not, Company pursuant to this Agreement) directly or indirectly, engage in individually or be concerned with or interested inas an officer, advisedirector, lend money toemployee, guarantee the debts or obligations ofshareholder, or permit his name or any part thereof to be used or employed byequity owner, any business (whether as a proprietorconsultant, contractor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial equity owner or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which iscapacity whatsoever, directly or indirectly, engaged (i) engage in the design, development, production, marketing operation of any AM or distribution FM radio station within 50 miles of products of the nature designed, developed, produced marketed or distributed by any transmission site on which the Company or any of its direct or indirect subsidiaries as operates a radio station (a "Competing Business"), (ii) hire, attempt to hire, contact or solicit with respect to hiring any employee of the date Company or any of its direct or indirect subsidiaries, or (iii) divert or take away any customers or suppliers of the EmployeeCompany or any of its direct or indirect subsidiaries. Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such competing business in any way prohibited by the preceding clause. (c) During the term of Non-Competition, the Executive will not use the Executive's employment is terminated hereunder. In the event access to, knowledge of, or application of Confidential Information to perform any duty for any Competing Business; it being understood and agreed to that this agreement is assigned Section 9(c) shall be in addition to any entity other and not be construed as a limitation upon the covenants in Section 9(b) hereof. (d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than a subsidiary are necessary to maintain the confidentiality and the goodwill of the Company's and its subsidiaries' proprietary information, this non-competition clause shall refer plans and services and to protect the businesses other legitimate business interests of the Company and its subsidiaries and not those of the assignee as of the date of any such assignmentsubsidiaries. 10.2 (e) If any court determines that any portion of this Section 9 is invalid or unenforceable, the remainder of this Section 9 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the foregoing provisions relating of this Section 9, or any part thereof, to be unreasonable because of the duration, business duration or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, such court shall be limited have the power to reduce the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach duration or scope of the obligations of the Employee hereunder. Accordingly, the Employee such provision and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesprovision as so reduced.

Non-Competition. 10.1 The A. Employee agrees that from is familiar with the business of Company, the commercial and after the date hereof and ending on the third anniversary competitive nature of the termination date industry, and with his extraordinary and unique services and abilities which enable him to seek and obtain similar employment in the broadcast industry. Employee recognizes that the value of Company's business would be injured if Employee obtained comparable employment with any of Company's competitors which own broadcast properties within any of the Employee's employment hereunder he markets in which the Company owns broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. For purposes of this Section 12A, the day before a Change of Control shall be applicable for determining limitations on broadcast markets if this Agreement terminates as a direct or indirect result of the Change of Control; otherwise, the day before the Agreement expires/terminates shall be the applicable date for these purposes. Employee further recognizes that such injury could not be reasonably or adequately compensated by monetary compensation. For these reasons, upon the expiration/termination of this Agreement under either Section 8 or 9, Employee will not, directly for a period equal to the number of months for which severance benefits are payable to Employee under either Section 8B or indirectly9B(3), engage in but not more than one (1) year (the "Non-Competition Term"), perform services for any other person or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive entity in any respect with broadcast market in which Company owns any of the businesses of the Company and its subsidiaries as conducted broadcast properties as of the date day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Nothing in this Section 12 shall prevent Employee from performing services, during the Non-Competition Term, for any person or entity in broadcast markets in which Company owns no broadcast properties as of the day on which this Agreement expires/terminates or as of the day before a Change of Control is consummated, whichever is applicable. Furthermore, this Section 12 shall not prevent Employee from performing services during the Non-Competition Term in broadcast markets in which the acquiring company owns broadcast properties on the day before a Change of Control becomes effective. B. During the Non-Competition Term, Employee shall not either directly or indirectly employ, solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any other employee of Company. C. It is understood and agreed that part of the consideration for this non-competition covenant is the employment of Employee by Company and such employment is being made in reliance on this non-competition covenant and the protection it affords from the irreparable injury Company would suffer should Employee compete with or serve a competitor of Company in violation of the provisions of this non-competition covenant. Employee hereby acknowledges and agrees that it is impossible to measure in monetary terms the damages which will accrue to Company by reason of Employee's employment is terminated hereunder or which isfailure to perform any of his obligations under this non-competition covenant. Accordingly, directly or indirectlyif Company, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as successors or assigns, shall institute an action or proceeding to enforce the provisions of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause covenant, Company shall refer be entitled to injunctive or other equitable relief, in addition to damages in an action at law, to prevent the failure to perform or other violation of the provisions of this Agreement. D. Employee acknowledges that he has carefully read and considered the provisions of this Section 12 and agrees that the restrictions herein contained, including but not limited to the businesses time period and geographical areas of restriction, are fair and reasonable, are common in the Company broadcast industry, and its subsidiaries and not those are reasonably required for the protection of Company. Employee acknowledges that he has had the assignee as of the date opportunity to consult with his attorney, and/or agent in connection with this Section 12. E. If at any time all or any part of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope provision of this covenant Section 12 shall be held to be more restrictive than permitted by the law of the invalid or unenforceable in any particular jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expiredcircumstance, such provision, provision shall be limited enforceable in all other jurisdictions or circumstances and the remaining provisions of this Section 12 and this Agreement shall nevertheless continue to be valid and enforceable to the fullest extent permitted by lawlaw as though any invalid or unenforceable provision had not been included herein. 10.3 It F. If the scope of any restriction contained in this Section 12 is agreed that it would be impossible too broad to fully compensate the Company for damages for breach permit enforcement of the obligations of the Employee hereunder. Accordinglysuch restriction to its full extent, the Employee and the Company specifically agree that the Company and any of its affiliates or successors then such restriction shall be entitled enforced to temporary the maximum extent permitted by law and permanent injunctive relief Employee hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.restriction

Non-Competition. 10.1 The Employee agrees that (a) For a period ending on the earlier of termination of this Agreement or five (5) years from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will Closing Date, Seller shall not, directly or indirectly, indirectly engage in a business or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business enterprise (whether either as a proprietor, partner, joint venturer, employeremployee, agent, employee, consultant, officeror controlling stockholder) in the development or marketing of any program or intellectual property focused on Clostridium Difficile Associated Diarrhea (CDAD) (a “competing business”). (b) The provisions of this Section 9.2 shall not prevent Seller from directly or indirectly investing its assets in securities of any corporation, beneficial or record owner (other than as a passive investor owning less than a 2% otherwise acquiring an equity interest in ​ any enterprise, equity securities of which are publicly owned and traded, provided that such investments or interests shall not result in (i) Seller directly or indirectly owning beneficially, in the aggregate, five percent (5%) or more of the equity securities of any enterprise engaged in a publicly held company)competing business or (ii) Seller being able to control or actively participate in the policy decisions of such competing business. (c) It is the desire and intent of the parties that the provisions of this Section 9.2 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is competitive sought. If any particular provision or portion of this Section 9.2 shall be adjudicated to be invalid or unenforceable in any jurisdiction, this Section 9.2 shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect with any to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. If there is a breach or threatened breach of the businesses provisions of this Section 9.2, Buyer shall be entitled to an injunction restraining the Seller from such breach without the obligation of posting a bond. Nothing herein shall be construed as prohibiting Buyer from pursuing any other remedies for such breach or threatened breach. (d) Seller declares that the foregoing territorial and time limitations are reasonable and properly required for the adequate protection of the Company and its subsidiaries as conducted as business of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunderBuyer. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business territorial or geographic scope of this covenant shall be held time limitation is deemed to be more restrictive than permitted unreasonable by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom Seller agrees to the reduction of either said territorial or time limitation to such area or period which said court shall have failed deemed reasonable. (e) The existence of any claim or cause of action by Seller against Buyer or any subsidiary other than under this Agreement shall not constitute a defense to the time enforcement by Buyer or any subsidiary of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. ​ (f) The undertakings and covenants of Seller contained in this Section 9.2 are an integral part of the transactions set forth in this Agreement and the consideration paid by Buyer pursuant to this Agreement shall be consideration not only for the Assets but also for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunderundertakings and covenants. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.​

Non-Competition. 10.1 The Employee (a) In order that Purchaser and its Affiliates may have and enjoy the full benefit of the business carried out by Sellers through the Company and its Subsidiaries, each Management Seller agrees that from and after the date hereof and ending for a period of one (1) year commencing on the third anniversary Closing Date, such Management Seller will not, without the express written approval of the termination date Purchaser, directly or indirectly engage in, manage, own, operate, invest in or loan money to, or assist (including by any license of Intellectual Property) any business which is a Competing Business (as defined below). (b) Nothing contained in this Section 5.11 shall prohibit, restrict or prevent Management Sellers or their Affiliates from beneficially owning, in the aggregate, up to five percent (5%), on a fully-diluted basis, of the Employee's employment hereunder he will nottotal shares of all classes of stock outstanding of any corporation having securities listed on the NYSE, the American Stock Exchange, or traded on Nasdaq. (c) If Purchaser (or a transferee of Purchaser) transfers, directly or indirectly, engage in by sale of stock, merger, sale of assets or be concerned with or interested inotherwise, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses business of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries Subsidiaries to one or more third parties, Management Sellers’ agreements in this Section 5.11 shall continue with respect to such third party transferees and each transferee shall have the same rights as the Purchaser hereunder. The parties agree that the remedy at law for any breach of any obligation under this Section 5.11 will be inadequate and that in addition to any other rights and remedies to which they may be entitled hereunder, at law or in equity, Purchaser and its transferees shall be entitled to injunctive relief and reimbursement for all reasonable attorney’s fees and other expenses incurred in connection with the date of the Employee's employment is terminated hereunderenforcement hereof. In the event that this agreement Section 5.11 is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted in any respect an unreasonable restriction upon Management Sellers by any court having competent jurisdiction, the law court so holding may reduce the territory to which this Section 5.11 pertains and/or the period of time for which it operates, or effect any other change to the jurisdiction extent necessary to render this Section 5.11 enforceable by such court. As so modified Section 5.11 will continue in which the Company seeks enforcement thereof full force and effect. Such decision by the final determination of a court of competent jurisdictionjurisdiction shall not invalidate this Agreement, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, but this Agreement shall be limited to the extent permitted by lawinterpreted, construed and enforced as not containing such invalidated provision. 10.3 It is agreed that it would be impossible (d) For purposes of this Section 5.11, “Competing Business” means direct to fully compensate the Company for damages for breach consumer sales of the obligations of the Employee hereunder. Accordingly, the Employee prescription and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesnon-prescription eyewear.

Non-Competition. 10.1 The Employee (a) During the term of this Agreement or any renewal thereof, and for a period of one year thereafter, should this Agreement not be renewed, the Executive agrees that from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will notnot within the geographical area of territory where the business of Bacou or any of its successors or affiliates is conducted, engage, either directly or indirectly, engage in individually or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietoran owner, partner, joint venturer, employeremployee, agentofficer, employeedirector, stockholder, consultant, officerindependent contractor or lender of or to any corporation, beneficial holding company or record owner (other than as a passive investor owning less than a 2% interest business entity which is in a publicly held company)) which is competitive in any respect with any business similar to that of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder Bacou or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors subsidiaries. Notwithstanding the foregoing, the Executive may own five (5%) percent of the securities of any business in competition with the business of Bacou or any of its affiliates or subsidiaries, which securities are regularly traded on a public exchange, provided that any such ownership shall not result in the Executive becoming a record or beneficial owner at any time of more than five (5%) percent of equity securities of said business entity. (b) The Executive shall not during the term of his Employment under this Agreement or any renewal thereof, and for a period of one (1) year thereafter, employ, retain or arrange to have any other persons or entity employ or retain any person who was employed by Bacou, or any of its affiliates or subsidiaries having compensation of at least U.S. $50,000 per annum during the term of this Agreement or any renewal thereof. (c) If any provision of this Section is held to be entitled unenforceable because of the scope, duration or area of its applicability or otherwise, the legal entity making that determination will have the power to temporary modify the scope, duration or area, or all of them, and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesprovision will then apply in its modified form.

Non-Competition. 10.1 The Employee (a) Except for the 20 video stores currently owned by the Executive and subject to the License Agreement and the Product and Support Agreement, both dated as of January 25, 2001, by and among Hollywood Entertainment Corporation, Hollywood Management Corporation and Boards Inc., and subject to the provisions in paragraphs 8 and 11, Executive covenants and agrees that from that, during his employment and for a period of two (2) years after the date hereof and ending on the third anniversary he ceases being an employee of the termination date of the Employee's employment hereunder he Company, Executive will not, directly or indirectly, engage in own, manage, operate or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations ofcontrol, or permit his name participate in the ownership, management, operation or any part thereof to be used or employed bycontrol of, any business (whether as a proprietorcompeting directly with the primary business conducted on the date of termination hereof by the Company; provided, partnerhowever, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other that Executive may own not more than as a passive investor owning less than a 21% interest in a publicly held company)) which is competitive of the outstanding securities of any class of any corporation engaged in any respect with such business, if such securities are listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities association. For the purposes of this paragraph 9, “competition” is defined as any company that owns or operates video specialty stores where ten percent (10%) or more of such company’s video stores operate within two (2) miles of the businesses Company’s stores. (b) Executive covenants and agrees that, during his employment and for a period of two (2) years after he ceases being an employee of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which isCompany, he will not directly or indirectly, engaged in the design, development, production, marketing indirectly induce any person associated with or distribution of products of the nature designed, developed, produced marketed or distributed employed by the Company or any of its subsidiaries as subsidiary of the date Company to leave the employ of or terminate his association with the Employee's employment is terminated hereunder. In the event that this agreement is assigned to Company, or any entity other than a subsidiary of the Company, this non-competition clause shall refer to or solicit the businesses of the Company and its subsidiaries and not those of the assignee as of the date employment of any such assignmentperson on behalf of any other business enterprise. 10.2 (c) If any term of the foregoing provisions relating this paragraph 9 is found by any court having jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the durationtime or area or otherwise, business or geographic scope as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (d) In the event that Executive shall violate any provision of this covenant shall be held Agreement (including but not limited to be more restrictive than permitted by the law provisions of this paragraph 9), then Executive hereby consents to the jurisdiction in which the Company seeks enforcement thereof by the final determination granting of a temporary or permanent injunction against him by any court of competent jurisdictionjurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary or permanent injunction, and all appeals therefrom Executive agrees that his ability to answer in damages shall have failed not be a bar or the time for such appeals shall have expired, such provision, shall be limited interposed as a defense to the extent permitted by lawgranting of such temporary or permanent injunction against Executive. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from and (a) For a period of six years after the date hereof and ending on the third anniversary Closing Date, none of the termination date Sellers shall (other than in his capacity as an employee of the Employee's employment hereunder he will notBuyer or any of its respective Affiliates), either directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business indirectly (whether including through an Affiliate) as a proprietorstockholder, partnerlender, investor, employer, joint venturer, employerpartner, agentmember, manager, consultant, employee, consultantsubcontractor, officerindependent contractor or otherwise, beneficial within 150 miles from any location out of which the Buyer or record owner (other than its Affiliates operates or provides services as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses Closing Date (the “Geographic Area”): (i) engage in, operate or establish (A) any aspect of the business of the Company and its subsidiaries as such business has been conducted as or had on the Closing Date been planned to be conducted by the Company or (B) any aspect of the date business of Buyer or its Affiliates as such business has been conducted; (ii) solicit, divert or take away, or attempt to solicit, divert or take away, the Employee's employment business or patronage of any individual, corporation or other entity which was or is terminated hereunder a prospective client, customer or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution account of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as on the Closing Date, or had been a client, customer or account of the Company or any of its subsidiaries within the three-year period prior to the Closing Date; or (iii) acquire, invest in, own or otherwise hold, directly or indirectly, any authorized capital stock of Oceanside other than the Oceanside Shares issued and outstanding and held by Trash Lady ME on the date hereof, provided that such investment and ownership in the Oceanside Shares shall remain a passive investment. (b) Each of the Employee's employment is terminated hereunderSellers acknowledges being represented by and having consulted with counsel prior to entering into this Agreement, and each of the Parties agrees that the duration and geographic scope of the non-competition provision set forth in this Section 9.3 are reasonable. In the event that this agreement any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is assigned to any entity other than a subsidiary that extent unenforceable, each of the Company, Parties agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Each of the Parties intends that this non-competition clause provision shall refer be deemed to be a series of separate covenants, one for each and every county of each and every state within the businesses Geographic Area. Each of the Parties agrees that damages are an inadequate remedy for any breach of this provision and that the Buyer shall, whether or not it is pursuing any potential remedies at Law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision. (c) The Sellers acknowledge that their ownership of Company Shares represents a substantial interest in the Company and its subsidiaries and each Seller intends to transfer to the Buyer the goodwill reflected in the Company Shares owned by such Seller. The Sellers further acknowledge that the Buyer would not those of enter into this Agreement but for the assignee as of the date of any such assignmentrestrictions in this Section 9.3. 10.2 (d) If any of a Seller violates the foregoing provisions relating to the duration, business or geographic scope terms of this covenant Section 9.3, such Seller shall be held continue to be more restrictive than permitted bound by the law restrictions set forth herein until a period of the jurisdiction in which the Company seeks enforcement thereof by the final determination three years has expired without any violations of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawthis Section 9.3. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from In consideration of the Merger Consideration being delivered by Acquiror and after Acquiror Sub to Parent and Holdings on the date hereof hereof, Parent and Holdings agree that for a period commencing at the Effective Time and ending on the third fifth anniversary of the termination date Effective Time, Parent and Holdings shall not, and shall cause each of the Employee's employment hereunder he will nottheir respective affiliates not to, directly or indirectly, engage in or own any interest in any business that engages in the vehicle fleet management or fuel card businesses or markets any products or services that directly compete with the Business, as presently conducted by the Transferred Companies (a "Competitive Business"); provided, however, that it shall not be concerned with a violation of this Agreement for Parent, Holdings or interested intheir respective affiliates to (i) acquire, adviseown or invest in securities representing less than five percent (5%) of the outstanding voting power of the securities of a publicly traded company; or (ii) develop and/or market any products or services that are either marketed by Parent, lend money toHoldings or their respective affiliates (other than the Transferred Companies) on the date hereof or are incidental to or derived from products or services marketed by Parent, guarantee Holdings or their respective affiliates (other than the debts Transferred Companies) on the date hereof; provided, however, that any such incidental or obligations derived products or services that are developed and/or marketed by Parent, Holdings or their respective affiliates shall be so developed and marketed indirectly through an outsourcing arrangement and, in connection therewith, Parent, Holdings or such affiliate shall provide to Acquiror Sub a right of first refusal to provide such product or service. Notwithstanding the foregoing, nothing in this Agreement shall in any way (x) prohibit Holdings, Parent or any of their affiliates from acquiring a Competitive Business as part of an acquisition, by joint venture, merger or other business combination, of the assets of, or permit his name or any part thereof to be used or employed bya controlling interest in, any business another Person (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning "Target Business") if the revenue derived by the Target Business from the Competitive Business in the fiscal year preceding such acquisition constituted less than a 215% interest in a publicly held company)) which is competitive in any respect with any of the businesses total net revenues of the Company and its subsidiaries as conducted as Target Business; or (y) be deemed to apply to any preexisting Competitive Business of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company a Person (or any of its subsidiaries) that acquires control of Cendant Corporation, a Delaware corporation ("Cendant"), or one of its subsidiaries as or that acquires all or substantially all of the date assets of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary Cendant or one of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those or merges with Cendant in a "merger of the assignee as of the date of any such assignmentequals". 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from Executive acknowledges and after recognizes the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is highly competitive in any respect with any nature of the businesses of the Company Company, the amount of sensitive and its subsidiaries as conducted as confidential information involved in the discharge of the date Executive’s position as Chairman and Chief Executive Officer of the Employee's employment Company, and the harm to the Company that would result if such knowledge or expertise was disclosed or made available to a competitor, and accordingly agrees that during the period that he is terminated hereunder or which isreceiving any payments under this Agreement, he shall not, directly or indirectlyindirectly in any manner or capacity (e.g., engaged as an advisor, principal, agent, partner, officer, director, shareholder, employee, member of any association or otherwise) engage in, work for, consult, provide advice or assistance or otherwise participate in any activity that is competitive with the design, development, production, marketing or distribution of products business of the nature designedCompany. The Executive further agrees that during such period he will not assist or encourage any other person in carrying out any activity that would be prohibited by the foregoing provisions of this Section if such activity were carried out by the Executive and, developedin particular, produced marketed the Executive agrees that he will not induce any employee of the Company to carry out any such activity; provided, however, that the “beneficial ownership” by the Executive, either individually or distributed by as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Exchange Act, of not more than one percent (1%) of the voting stock of any publicly held corporation shall not be a violation of this Agreement. It is further expressly agreed that the Company will or would suffer irreparable injury if the Executive were to compete with the Company or any of its subsidiaries as subsidiary or affiliate of the date Company in violation of this Agreement and that the Company would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdiction, and the Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting the Executive from competing with the Company or any subsidiary or affiliate of the Employee's employment is terminated hereunderCompany in violation of this Agreement. In the event that the Executive breaches the provisions of this agreement Section 9, the severance benefits under Sections 6.2, 7.2.2 or 8.2, whichever is assigned applicable, shall immediately terminate, the Executive shall cease to be entitled to any entity other than a subsidiary of the Company, additional payments under this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdictionAgreement, and all appeals therefrom stock options shall have failed or the time for such appeals shall have expired, such provision, shall cease to be limited to the extent permitted by lawexercisable. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 (i) The Employee agrees Sellers agree that from and after for a period of two (2) years following the date hereof and ending on the third anniversary Closing Date, none of the termination date of the Employee's employment hereunder he Sellers will not, directly or indirectly, engage in or be concerned with or interested inany way, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietorowner, partner, joint venturer, employer, agentprincipal, employee, consultantconsultant or in any other capacity, officerin any business competitive with the Business, beneficial anywhere in the world, except as a customer or record owner authorized distributor of the Buyer or otherwise with the Buyer’s consent (which may be withheld in the Buyer’s sole discretion). Activities by non-wholly-owned Subsidiaries of the Sellers (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries such Subsidiaries that are wholly-owned as of the date of this Agreement) shall not constitute a violation of this §5(k)(i). The Sellers acknowledge and agree that the Employee's employment current market for the Business’ products and services and the Business extends throughout the entire world and that it is terminated hereundertherefore reasonable to prohibit them from competing with the Buyer in the Business anywhere in the world as provided in this §5(k). (ii) SCL authorizes the Buyer, for a period of two (2) years after the Closing Date, to enforce at the Buyer’s sole expense and on SCL’s behalf any rights, to the extent that they exist, that SCL has or may have to restrict any Person (whether an Affiliate or not) from using the Seller Trademarks in any way in connection with any business competitive with the Business anywhere in the world. In the event that this agreement is assigned to any entity other than a subsidiary alternative, SCL shall enforce at the request of the CompanyBuyer and for a period of two (2) years after Closing, this non-competition clause any rights that SCL has or may have to restrict any Person (whether an Affiliate or not) from using the Seller Trademarks in any way in connection with any business competitive with the Business anywhere in the world. The Buyer agrees to reimburse SCL for all costs and expenses incurred by SCL as a result of such enforcement. (iii) For a period of two (2) years after the Closing, SCL shall refer not and shall cause each Affiliate of SCL to the businesses not grant or license (whether as a part of the Company and its subsidiaries and not those of the assignee as of the date a new grant or license or by an amendment, modification, renewal or extension of any such assignment. 10.2 If existing grant or license) any of Person (whether an Affiliate or not) the foregoing provisions relating right to use the durationSeller Trademarks in any way in connection with any business that is directly or indirectly competitive with the Business anywhere in the world, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited except to the extent permitted by lawand only to the extent such license is currently in effect or there is an existing commitment to enter into such a license. 10.3 It (iv) For a period of two (2) years following the Closing, SCL shall endeavor to cause its non-wholly-owned Subsidiaries not to (x) engage directly or indirectly, in the manufacturing, distribution or marketing of products incorporating binary continuous inkjet technology or (y) hire or engage as an independent consultant ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Samanderi or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to the extent the business of such non-wholly-owned Subsidiary engages in a business competitive with the Business. (v) If any Governmental Entity of competent jurisdiction determines that the restrictive covenant contained in this §5(k), or any part thereof, is agreed invalid or unenforceable for any reason, the remainder of the restrictive covenant will not thereby be affected and will be given full force and effect, without regard to the invalid portion or portions. If any such Governmental Entity determines that it the restrictive covenant contained in this §5(k), or any part thereof, is unenforceable because of the duration or scope of such covenant, such Governmental Entity will have the power to reduce such duration or scope and, in its reduced form, such covenant will then be enforceable and will be given full force and effect. The Sellers, acknowledge and agree that the provisions of this §5(k), as such apply to them, are reasonable and supported by adequate consideration, that the Buyer would be impossible to fully compensate not have entered into this Agreement without having received the Company for damages for benefit of the provisions of this §5(k), and that any breach of the obligations provisions of this §5(k) would result in substantial and irreparable harm to the Employee hereunder. AccordinglyBuyer and its Affiliates and, the Employee and the Company specifically agree therefore, that the Company and any of its affiliates or successors shall Buyer will be entitled to temporary and permanent injunctive relief an injunction to enforce prohibit any such obligations and that such relief may be granted breach or anticipated breach, without the necessity of proving actual damagesposting a bond, cash or otherwise, in addition to all of its other legal and equitable remedies, including the remedies provided by this Agreement.

Non-Competition. 10.1 The Employee 1.1 Transferor covenants and agrees that for a period of five (5) years from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he hereof, Transferor will notnot engage in or carry on, directly or indirectly, engage any business in or be concerned competitions with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name business of Transferee relating to the technologies that are the subject of the Transfer Agreement buy only for as long as such like business is carried on by (1) Transferee or any part thereof to be used subsidiary or employed byaffiliate of Transferee or (ii) any person or entity deriving title from Transferee of the technologies, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or county in which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company Transferee or any of its subsidiaries as or affiliates conduct business, or in any other county or state of the date United States, or in any country or political subdivision of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary world. 1.2 The term of the Companycovenants contained in Section 1.1 hereof shall be tolled for the period commencing on the date any successful action is filed for injunctive relief or damages arising out of a breach by Transferor of Section 1.1 hereof and ending upon final adjudication (including appeals) of such action. 1.3 If, this non-competition clause in any judicial proceeding, the court shall refer refuse to enforce all of the covenants contained in Section 1.1 hereof because the time limit is excessive, it is expressly understood and agreed between the parties hereto that for purposes of such proceeding such time limitation shall be deemed reduced to the businesses extent necessary to permit enforcement of such covenants. If, in any judicial proceeding, the court shall refuse to enforce all of the Company covenants contained in Section 1.1 hereof because it is more extensive than necessary to protect the business and its subsidiaries goodwill of Transferee, it is expressly understood and not those agreed between the parties hereto that for purposes of such proceeding the assignee as geographic area, scope of business or other aspect shall be deemed reduced to the date extent necessary to permit enforcement of any such assignmentcovenants. 10.2 If 1.4 Transferor covenants and represents that, after the Closing (as defined in the Transfer Agreement), Transferor will have no interest in, or claim to, any of the foregoing provisions procedures, written technical data, computer software and related documentation, patents, copyrights, formulas, methods, practices, statistics, trade secrets, trademarks, trade names, or service marks relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by technologies that are the law subject of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdictionTransfer Agreement, and all appeals therefrom shall have failed knowledge or information of a confidential nature acquired at or before the time date hereof with respect to said technologies will be held in confidence by Transferor and will not be disclosed or made public or, except for such appeals shall have expiredthe benefit of Transferee, such provisionand use of, shall be limited to the extent permitted by lawor through Transferor, directly or indirectly. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee Executive acknowledges that his services to be rendered hereunder are of a special and unusual character and have a unique value to the Company, the loss of which cannot be adequately compensated by damages in any court of law. In view of the unique value to the Company of the services of the Executive, the Executive hereby covenants and agrees that from so long as he remains employed by the Company (whether under this agreement or any other written or oral agreement or arrangement) and for a period of up to one (1) year after the date hereof termination or expiration of any such employment for any reason specified in Section 9 Paragraph C, the Executive shall not directly or indirectly engage in or have an active interest in, anywhere in the world, alone or in association with others, as principal, officer, agent, executive, consultant, independent contractor, director, partner or stockholder, or through the investment of capital, lending of money or property, rendering of services, or otherwise, any business directly competitive with the business engaged in by the Company, the Executive hereby acknowledging that the Company conducts business and ending distributes its products, or contemplates conducting business and distributing its product(s), on a worldwide basis; provided, however, that this Section 7 shall not prevent the Executive from acquiring, solely as investment and through market purchases, up to ten percent (10%) of the securities of any issuer that are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the third anniversary National Association of Securities Dealers Automated Quotations System. The business in which the Company is engaged and from which the Executive shall refrain from engaging in following the termination of his employment shall be specified in Exhibit E to this Agreement. The description of the termination date Company's business shall be revised as often as necessary, (but not less than every six (6) months) to reflect the scope and nature of the EmployeeCompany's business from time to time, and such revisions to Exhibit E shall be the responsibility of the Executive and of the Chief Executive Officer of the Company, as approved by the Board of Directors. So long as Executive remains employed by the Company (whether under this Agreement or any other written or oral agreement or arrangement) and for a period of one (1) year after the termination or expiration of any such employment hereunder he will for any reason, the Executive shall not, and shall not permit, cause or authorize any of his executives, agents or others under his control to, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name on behalf of himself or any part thereof other person, to be used recruit or employed otherwise solicit or induce any person who is an executive of; or otherwise engaged by, the Company or any successor to the business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses company or any affiliate of the Company and its subsidiaries as conducted as of to terminate his or her employment or other relationship with the date the Employee's employment is terminated hereunder Company or which issuch successor or affiliate. The Executive shall not at any time, directly or indirectly, engaged in use or purport to authorize any person to use any name, mark, logo, trade dress or other identifying words o▇ ▇▇ages which are the design, development, production, marketing same as or distribution of products of the nature designed, developed, produced marketed or distributed similar to those used at any time by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event affiliate in connection with any product or service, whether or not such use would be in a business competitive with that this agreement is assigned to any entity other than a subsidiary of the Company. This Restrictive Covenant on the part of the Executive is given and made by the Executive to induce MegaMedia to employ the Executive and to enter into this Employment Agreement with the Executive, and the Executive hereby acknowledges the sufficiency of the consideration for this non-competition clause shall refer Restrictive Covenant. This Restrictive Covenant is not executory or otherwise subject to rejection under the Bankruptcy Code. This Restrictive Covenant is a reasonable an necessary restraint of trade and does not violate the Sherman Antitrust Act, the Florida Antitrust Act, or ▇▇▇ ▇▇mmon law; it is supported by valid business interests, including the protection of MegaMedia trade secrets and confidential business information and the protection of MegaMedia's relationships with its customers and prospective customers, and the one (1) year restriction is essential to the businesses full protection of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 valid business interests. If any of the foregoing provisions relating to the duration, business or geographic scope portion of this covenant shall be Restrictive Covenant is held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdictionjurisdiction to be unreasonable, arbitrary, or against public policy for any reason, this Restrictive Covenant shall be considered divisible as to line of business, time, and all appeals therefrom shall have failed geographic area; if a court of competent jurisdiction should determine the specified lines of business, the specified period, or the time specified geographic area to be unreasonable, arbitrary, or against public policy for such appeals shall have expiredany reason, such provisiona narrower line of business, shall a lesser period, or a smaller geographic area that is determined to be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company reasonable, non-arbitrary, and not against public policy for damages for breach of the obligations of the Employee hereunder. Accordinglyany reason, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without enforced by MegaMedia against the necessity of proving actual damagesExecutive.

Non-Competition. 10.1 The Employee agrees that from and after the date hereof and ending on the third anniversary In consideration of the termination date salary paid to you by the Company, you agree that during the term of the Employee's Employment and for a period of two (2) years following the termination or expiration of this Agreement (for whatever reason): (a) you will not approach clients, customers or contacts of the Company or other persons or entities introduced to you in your capacity as a representative of the Company for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Company and such persons and/or entities; (b) unless expressly consented to by the Company, you will not assume employment hereunder he with or provide services as a director or otherwise for any competitor of the Company, or engage, whether as principal, partner, licensor or otherwise, in any business which is in direct competition with the business of the Company; and (c) unless expressly consented to by the Company, you will not, not seek directly or indirectly, engage in by the offer of alternative employment or be concerned with other inducement whatsoever, to solicit the services of any employee of the Company employed as at or interested in, advise, lend money to, guarantee after the debts or obligations ofdate of such termination, or permit his name in the year preceding such termination. For purposes of this Section 10, a “competitor” of the Company shall not include an entity that generates 10% or any part thereof less of its revenues from multimedia semiconductor products and services similar to be used or those provided by the Company, except that if you are employed by, any business (whether or provide services as a proprietordirector or otherwise to, partnera subsidiary or divisional business of such an entity, joint venturersuch subsidiary or divisional business shall be deemed a “competitor” if it generates more than 10% of its revenues from multimedia semiconductor products and services similar to those provided by the Company. The provisions provided in Section 10 shall be separate and severable, employerenforceable independently of each other, agent, employee, consultant, officer, beneficial or record owner (and independent of any other than as a passive investor owning less than a 2% interest provision of this Agreement. The provisions contained in a publicly held company)) which is competitive in any respect with any of the businesses of Section 10 are considered reasonable by you and the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which isbut, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the foregoing provisions relating to the duration, business or geographic scope termination of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time Agreement for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawany reason. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The (a) Employee agrees that during his employment by the Company (which shall be deemed to include the period in which Employee is receiving any severance payments set forth in Section 7(g) hereto) and for a period of three (3) years from and after the date hereof and ending on the third anniversary of the termination date or expiration of the Employee's employment hereunder he will with the Company (or Zygo as the case may be) (the "Non-Competitive Period"), Employee shall not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietorowner, partner, joint venturer, employerstockholder, employee, broker, agent, employeeprincipal, consultanttrustee, corporate officer, beneficial director, licensor, or record owner in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company, Zygo or any of their respective subsidiaries or affiliates which are being sold or provided or reasonably proposed to be provided at the time of termination or expiration of Employee's employment, in any geographic area where, at the time of the termination or expiration of his employment hereunder, the business of the Company, Zygo or any of their respective subsidiaries or affiliates was being conducted or was proposed to be conducted in any manner whatsoever; PROVIDED, HOWEVER, that in the event Employee is terminated by the Company without justifiable cause or for Good Reason, the Non-Competitive Period shall be reduced to the later of (other than as a passive investor owning less than a 2% interest in a publicly held company)i) one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to section 7(h)(ii) or (ii) three (3) years from the date of the Effective Time of the Merger; PROVIDED FURTHER, that Employee may own any securities of any corporation which is competitive engaged in such business and is publicly owned and traded but in an amount not to exceed at any respect with one time two percent (2%) of any class of the businesses stock or securities of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which issuch corporation. In addition, Employee shall not, directly or indirectly, engaged in during the designNon-Competitive Period, developmentrequest or cause contracting parties, productionsuppliers or customers with whom the Company, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company Zygo or any of its their respective subsidiaries as or affiliates has a business relationship to cancel or terminate any such business relationship with the Company, Zygo or any of their respective subsidiaries or affiliates or solicit, interfere with, or entice from the date Company, Zygo or any of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to their respective subsidiaries or affiliates, or otherwise hire, any entity other than a subsidiary employee (or former employee) of the Company, this non-competition clause shall refer to the businesses Zygo or any of their respective subsidiaries or affiliates. (b) If any portion of the Company and its subsidiaries and not those of the assignee as of the date of restrictions set forth in this Section 9 should, for any such assignment. 10.2 If any of the foregoing provisions relating to the durationreason whatsoever, business or geographic scope of this covenant shall be held to be more restrictive than permitted declared invalid by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom the validity or enforceability of the remainder of such restrictions shall have failed or the time for such appeals shall have expired, such provision, shall not thereby be limited to the extent permitted by lawadversely affected. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the (c) Employee hereunder. Accordingly, the Employee and the Company specifically agree acknowledges that the Company and/or Zygo conducts business on a world-wide basis, that its sales and marketing prospects are for continued expansion into world markets and that, therefore, the territorial and time limitations set forth in this Section 9 are reasonable and properly required for the adequate protection of the business of the Company, Zygo and their respective subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Employee agrees to the reduction of the territorial or time limitation to the area or period which such court deems reasonable. (d) The existence of any claim or cause of action by Employee against the Company, Zygo or any of its their respective subsidiaries or affiliates shall not constitute a defense to the enforcement by the Company, Zygo or successors any such subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damageslitigated separately.

Non-Competition. 10.1 The Employee agrees that from and after (a) During the date hereof and ending on applicable Restricted Period, neither the third anniversary of the termination date of the Employee's employment hereunder he will notSeller nor any Member shall, either directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether indirectly as a proprietorowner, partner, joint venturer, employer, agentofficer, employee, director, investor, lender, consultant, officer, beneficial independent contractor or record owner otherwise (other except as the holder of not more than as a passive investor owning less than a 21% interest in of the combined voting power of the outstanding stock of a publicly held company, and excluding Seller’s ownership interest in Buyer), (i) provide any service or design, develop, manufacture, market, sell or license any product anywhere in the world which is competitive with any service provided or product designed, developed (or under development), manufactured, sold or licensed by the Seller as of the Closing Date or (ii) engage anywhere in the world in any respect business competitive with any the business of the businesses of the Company and its subsidiaries Seller as conducted as of the date Closing Date, including without limitation, the Employee's on-line green credits marketplace; provided that this sentence shall not apply to any Member who is a Key Employee and whose employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company without Cause (as defined in the Key Employee’s Employment Agreement) or any of its subsidiaries who terminates his employment with the Company for Good Reason (as defined in the Key Employee’s Employment Agreement). (b) Each of the date Seller and the Members agree that the duration and geographic scope of the Employee's employment is terminated hereundernon-competition provision set forth in this Section 6.3 are reasonable. In the event that this agreement any court determines that the duration or the geographic scope, or both, are unreasonable and that such provision is assigned to any entity other than a subsidiary of that extent unenforceable, the Company, Parties agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Parties intend that this non-competition clause provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective. (c) After the Closing Date, the Seller shall, and shall use its best efforts to cause its Affiliates to, refer all inquiries regarding the business, products and services of the Seller to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignmentBuyer. 10.2 If any of (d) Notwithstanding the foregoing provisions relating to foregoing, in the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination event of a court of competent jurisdictionBuyer Sale or the event that Buyer voluntarily or involuntarily is adjudicated bankrupt, all restrictions on, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordinglyof, the Employee and Seller under this Section 6.3 shall terminate immediately upon the Company specifically agree that the Company and any occurrence of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesevent.

Non-Competition. 10.1 The Employee Consultant acknowledges that in the course of his employment with the Company as a member of the Company's senior executive and management team, and during the term of his consultancy hereunder, he has had and may continue to have access to confidential and proprietary business information of Carriage, and has developed and may hereafter continue to develop, through such employment and/or consultancy, valuable business systems, methods of doing business, and contacts within the death care industry, all of which have helped to identify him with the business and goodwill of Carriage. Consequently, it is important that Carriage protect its interests in regard to such matters from unfair competition. During the full four-year term of this Agreement, the Consultant agrees that from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will not, directly or indirectly: (i) become a director, engage in officer, employee, proprietor, consultant, advisor or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations agent of, or permit his name own beneficially or of record more than one percent (1%) of the fully diluted equity securities (including options, warrants or other securities convertible into equity securities) of, or otherwise derive any part thereof to be used or employed byactive income from, any business Conflicting Organization (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial hereafter defined); or (ii) induce or record owner (other than as a passive investor owning less than a 2% interest assist anyone in a publicly held company)) which is competitive inducing in any respect way any employee of Carriage to resign or sever his or her employment or to breach an employment contract with Carriage. The covenant under clause (i) above restricts the Consultant's activities only insofar as they relate to the operations of the Conflicting Organizations within the Continental United States, and any activities devoted to business transacted exclusively outside the Continental United States shall not be restricted hereby. Clause (i) covers all roles or positions involving the Conflicting Organizations, including but in no way limited to corporate development. For purposes hereof, a "Conflicting Organization" means (x) any of the firms and organizations listed on Schedule I hereto, and (y) any other firm or organization, however structured, which owns or operates one or more funeral homes, cemeteries or other businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the designdeath care industry anywhere within the Continental United States, development, production, marketing whether now existing or distribution of products of hereafter arising during the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this nonfour-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope year term of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawAgreement. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that (a) During the period from the Closing Date and after the date hereof continuing through and ending on the third anniversary December 31, 2016, except as permitted by this Section 4.16 or as set forth in Section 4.16(a) of the termination date Company Disclosure Schedule, each of the Employee's employment hereunder he will MFH and Seller shall not, and (x) shall cause each of their respective Subsidiaries who are not Public Companies not to, and (y) shall not cause or directly assist each of their respective Subsidiaries who are Public Companies to, in each case, without the prior written consent of Buyer, on their own behalf or indirectlyon behalf of any Person, engage in operate, carry on or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, engaged in any business that is in competition (whether including as a proprietor, partnerprincipal, joint venturer, employerpartner, agentshareholder or equityholder) with the Covered HFS Business (“Competitive Activities”). This Section 4.16(a) shall cease to apply to any Person at such time as such Person is no longer a Subsidiary of MFH or Seller. (b) Notwithstanding the provisions of this Section 4.16, employeeand without implicitly agreeing that the following activities would be subject to the provisions of Section 4.16(a), consultantnothing in this Agreement shall preclude, officerprohibit or restrict MFH, beneficial Seller or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses their respective Subsidiaries or its Affiliates from (i) acquiring, owning or holding up to 10% of the Company issued and outstanding voting securities of, or any other interest in, any entity; (ii) acquiring interests in or voting securities of any Person that derived 30% or less of its subsidiaries as total annual revenues in its most recent fiscal year from Competitive Activities; or (iii) performing any act or conducting any business (A) contemplated by this Agreement and the transactions contemplated hereunder or (B) performed or conducted as of the date the Employee's employment is terminated hereunder or which isof this Agreement by MFH, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company Seller or any of its subsidiaries their respective Affiliates or Subsidiaries other than the Companies and their respective Subsidiaries. (c) Each of MFH and Seller expressly acknowledge that the terms and conditions of this Section 4.16 are reasonable and valid in all respects and irrevocably waive (and irrevocably agree not to raise) as a defense any issue of reasonableness (including the reasonableness of the date of geographical area or the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company duration and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant Section 4.16) in any proceeding to enforce any provision of this Agreement, the intention of the Parties being to provide for the legitimate and reasonable protection of the interests of the Buyer. The parties further agree that a court of competent jurisdiction shall be held allowed to be more restrictive than revise the restrictions contained herein so that such restrictions are permitted by and enforceable under Applicable Law. (d) Notwithstanding anything to the law contrary contained herein, the restricted periods set forth in this Section 4.16 shall be extended with respect to any breaching party for a period equal to any time period that such breaching party is in violation of Section 4.16 to the jurisdiction in which the Company seeks enforcement thereof extent such violation is proven by the final determination a final, non-appealable order of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate (e) For the Company for damages for breach purpose of this Section 4.16, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with,”) means the possession, direct or indirect, of the obligations power to legally direct or cause the direction of the Employee hereunder. Accordinglymanagement and policies of a person, whether through the Employee and the Company specifically agree that the Company and any ownership of its affiliates voting securities, by contract, or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesotherwise.

Non-Competition. 10.1 The Employee agrees that from From and after the date hereof and ending on Closing until the third fifth anniversary of the termination date of Closing (the Employee's employment hereunder he will “Restriction Period”), the Seller shall not, directly or indirectlyand it shall cause its Affiliates to not, engage in or be concerned with or interested assist any other Person to engage in, advise, lend money to, guarantee the debts directly or obligations of, or permit his name or any part thereof to be used or employed by, any business indirectly (whether as a proprietoran equity holder, partner, joint venturermember, employer, agentmanager, employee, consultant, officerlender, beneficial or record other owner or participant in any Person), in the Covered Business in the Covered Area; provided, however, that (other than as a passive investor owning a) no owner of less than a 25% interest in a publicly held company)) which is competitive in any respect with any of the businesses outstanding stock of any publicly traded corporation shall be deemed to engage in its business solely by reason of such ownership thereof, and (b) the Seller and its Affiliates shall be permitted to acquire and operate after Closing any Person or business that engages in the Covered Business in the Covered Area (an “Acquired Business”) so long as, (i) at the time of such acquisition, revenue from the Covered Business in the Covered Area represents 10% or less of the Company and its subsidiaries as conducted total revenue of the Acquired Business for the 12 month period ending as of the date last day of the Employee's employment is terminated hereunder calendar month immediately preceding such acquisition (or which isreasonably expected revenue for the 12 month period beginning on the first day of the calendar month following such acquisition) and (ii) during the Restriction Period, directly the Seller and its Affiliates (including the Acquired Business and its Subsidiaries) do not take any action intended, or indirectlythat would reasonably be expected, to materially increase the portion of the Acquired Business engaged in the design, development, production, marketing or distribution of products of Covered Business in the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunderCovered Area. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination judgment of a court of competent jurisdiction, and all appeals therefrom shall have failed jurisdiction declares that any term or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It provision of this Section 4.07 is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordinglyinvalid or unenforceable, the Employee and the Company specifically Parties agree that the Company court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and any enforceable and that comes closest to expressing the intention of its affiliates the invalid or successors unenforceable term or provision, and this Section 4.07 shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without enforceable as so modified after the necessity expiration of proving actual damages.the time within which the judgment

Non-Competition. 10.1 The Employee agrees that from and after For a period of four (4) years following the date hereof and ending on Closing (the third anniversary “Non-Competitive Term”), neither Seller nor any of the termination date of the Employee's employment hereunder he will notits Subsidiaries shall, directly or indirectly, engage anywhere in or be concerned with or interested the world in, adviseor have any ownership interest in, lend money toor participate in the financing, guarantee the debts operation, management or obligations control of, any Person that engages or permit his name or any part thereof to be used or employed by, participates in any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial that is substantially similar to or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries ▇▇▇▇▇▇ Business as conducted as of the date Closing Date (collectively, the Employee's employment is terminated “Competition Activities”); provided, however, that the foregoing shall not prohibit Seller and its Subsidiaries from (i) owning any debt or debt obligations of any Person or entity, (ii) investing in securities representing less than five percent (5%) of the outstanding capital stock of any publicly-traded entity, or (iii) making an acquisition of a company that contains a competing business (provided that the primary intent of the acquisition was not to acquire the competing business and the revenues of the competing business are not greater than fifteen percent (15%) of the total revenues of the acquired entity). Each of the parties hereto agrees that if any provision of this Section 4.5 shall contravene or be invalid under the laws of any state or jurisdiction applicable hereto, then such contravention or invalidity shall not invalidate all of the provisions of this Section 4.5; but, rather, this Section 4.5 shall be construed, insofar as the laws of that state or jurisdiction are concerned, as not containing such provision, and the rights and obligations created hereby shall be construed and enforced accordingly. If, however, any such contravening provision relates to the term of the covenants contained in this Section 4.5 or the geographic areas to which they apply, then such covenants shall be construed as providing for the maximum time period and widest geographic area or areas which the laws of that state or jurisdiction permit. The rights of the parties hereunder or which isshall inure to, directly or indirectlyand the obligations of Seller hereunder shall be binding on, engaged its successors and assigns. Each of Seller and Purchaser hereby acknowledges and agrees that, in the designcontext of this Agreement, developmentthe terms stated in this Section 4.5 are no broader than necessary to protect Purchaser’s legitimate business interest in connection with the purchase of the ▇▇▇▇▇▇ Entities and any associated goodwill. Notwithstanding the foregoing, productionwith respect to any Competition Activities in any member country of the European Union, marketing or distribution (a) the Non-Competitive Term shall be for a period of three (3) years following the Closing and (b) the obligations of Seller and its Subsidiaries under this Section shall only apply in those member countries where products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries ▇▇▇▇▇▇ Entities are offered and/or sold as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignmentClosing Date. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The a. During the Exercise Period, Employee agrees that from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will shall not, directly or indirectly, engage do or suffer to be done any of the following: own, manage, control or participate in the ownership, management, or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations control of, or permit his name be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with any part thereof to other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is in competition with the Company's business in the United States; provided, however, that the ownership of not more than one percent of any class of publicly-traded securities of any entity shall not be used or employed bydeemed a violation of this Agreement. For purposes of this Agreement, the "Company's business" shall mean any business in which the Company actively engages now, and any business in which the Company has actively engaged in the two (whether 2) year period prior to the date hereof; including, without limitation, the discovery and development of (i) products designed to inhibit post surgical scarring and adhesions, (ii) a proprietary monoclonal antibody to treat anti-inflammatory disorders and (iii) small molecule drug candidates to the modulate cognitive state of the nervous system and to treat symptoms of schizophrenia. b. In the event Employee shall violate any provision of this Paragraph 3 as to which there is a specific time period during which he is prohibited from taking certain actions or from engaging in certain activities as set forth in such provision, then, in such event, such violation shall toll the running of such time period from the date of such violation until such violation shall cease. The foregoing shall in no way limit the Company's rights under Paragraph 7 of this Agreement. c. Employee has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Paragraph 3 and this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Employee, would not operate as a proprietorbar to Employee's sole means of support, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of are fully required to protect the businesses legitimate interests of the Company and its subsidiaries as conducted as do not confer a benefit upon the Company disproportionate to the detriment of Employee. Employee further acknowledges that his obligations in this Paragraph 3 are made in consideration of, and are adequately supported by the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed payments by the Company or to Employee described herein. d. Employee's obligations under this Paragraph 3 shall terminate in the event the Company breaches any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that obligations under this agreement is assigned Agreement and fails to any entity other than a subsidiary of the Company, this non-competition clause shall refer cure such breach within fifteen days after written notice by Employee to the businesses of Company specifying the Company and its subsidiaries and not those of the assignee as of the date of any circumstances that constitute such assignmentbreach. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from (a) In order to protect the Company's legitimate business interests in the form of trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and customer and client goodwill, the Consultant and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ individually agree that, during the term of this Contract and up to a period of twenty-four (24) months after the date hereof and ending on the third anniversary of the termination date of this Contract (the Employeelength of time to be determined at the Company's employment hereunder he sole discretion), the Consultant and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ individually will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officershareholder, beneficial principal, agent, or record owner otherwise: (other than i) own, manage, operate, render services to, become interested in or associated with, join in, control, participate in, or otherwise carry on any "Competing Business" (as a passive investor owning less than a 2% interest in a publicly held companyhereinafter defined); or (ii) take any action that is adverse to the Company's interests, product market, goodwill or reputation. For purposes of this Contract, the term "Competing Business" shall mean and include any entity or business which is engaged in developing, marketing, advertising, distributing, licensing, sublicensing, selling or providing products or services similar to or competitive with the Work or the Services or the Company. Competing business include, but are not limited to, other loyalty rewards providers or back end processors, alternate currency redemption schemes, dining programs such as IGT or Gusto, and/or processor based capital or marketing programs. This provision shall not be enforceable if the Company is in any respect breach of its payment requirements hereunder. (b) It is agreed among the parties hereto that the foregoing restrictions, as well as the time period of the restrictive covenants set forth in this Section 10, are reasonable and acceptable in light of the information and other valuable benefits the Consultant will receive from the Company in connection with this Contract. (c) Should a court of competent jurisdiction declare any of the businesses covenants contained in this Section 10 unenforceable due to an unreasonable restriction upon engaging in a Competing Business or the duration of non- competition, such court shall have the express authority of the Company parties to this Contract to reform the covenants to the maximum term and its subsidiaries as conducted as geographic area found by such arbitrator reasonably necessary to protect the Company's interests. The Consultant and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ individually expressly recognize and agree that the covenants set forth herein are for the purpose of restricting the Consultant's and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ individual activities only to the extent necessary for the protection of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary legitimate business interests of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically parties hereto agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations said covenants are reasonable for that purpose and that such relief may be granted covenants do not and will not preclude the Consultant, its employees, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ individually from engaging in activities sufficient for the purpose of earning a living. (d) Company agrees to not solicit for employment, consulting or any provision of services any member of the Consultant's staff without the necessity consent of proving actual damagesConsultant. This provision shall remain in effect so long as the Contract and/or its non- compete provisions remain in effect.

Non-Competition. 10.1 The As a condition to receiving any benefits pursuant to this Agreement, the Employee agrees that from during his period of employment and after through the date hereof and ending on the third first anniversary of his Date of Termination, the termination date Employee shall not engage in or become associated with any Competitive Activity. For purposes of this Section 10, a "Competitive Activity" shall mean any business or other endeavor that engages in any country in which the Company or its Affiliates have business operations in a business that directly or indirectly competes with all or any substantial part of any of the business in which the Company or its Affiliates is engaged at the time of the Employee's employment hereunder Date of Termination. The Employee shall be considered to have become "engaged" or "associated" with a Competitive Activity if he will notbecomes involved as an owner, directly or indirectlyemployee, engage in or be concerned with or interested inofficer, advisedirector, lend money toindependent contractor, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietoragent, partner, joint ventureradvisor, employerlender, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of other capacity calling for the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date rendition of the Employee's employment personal services, either alone or with any individual, partnership, corporation or other organization that is terminated hereunderengaged in a Competitive Activity and his involvement relates in any respect to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from owning less than two percent of any publicly traded corporation, whether or not such corporation is in competition with the Company. In If, at any time, the event provisions of this Section 10 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section _ shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee Section 10 as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant so amended shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, valid and all appeals therefrom shall have failed binding as though any invalid or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawunenforceable provision had not been included herein. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees (a) For a period of 36 months from the Completion Date, the Vendors undertake that from and after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he they will not, and shall procure that none of the Affiliates controlled by ▇▇▇▇▇ Group SAS shall, whether directly or indirectly, engage in alone or be concerned jointly with or interested on behalf of any person, be engaged or hold an ownership interest in: (i) the Dispensing Business in the Territory; and (ii) the Brazilian Business as and where currently conducted, adviseprovided that ▇▇▇▇▇ Brazil shall continue to source its accessories and packaging materials for the operation of its Beauty Solutions Business exclusively from the Vendors Group for such period, lend money toconsistently with past practices. (b) It is however specified that nothing in Clause 7.2(a) shall prevent any Vendor: (i) from operating the Retained Business as currently conducted, guarantee assuming the debts sale of the Business to the Purchasers, and provided however that the Vendors shall be limited to selling pumps up to a maximum amount of $18,000,000 (excl. taxes) in the aggregate for a period of 36 months from the Completion Date, and may only make such sales of pumps through the Beauty Solutions Business, and provided further that a report by the Vendors Representative audit firm certifying the value of pumps sold by the Vendors to third parties for such purpose and including an anonymized split by customer is notified in writing to the Purchasers Representative within 20 Business Days of each of the next three anniversaries of the Completion Date, (ii) from acquiring up to 3% of the stock of any publicly-held company whose stock is traded on a regulated market, the activities of which, in the Business or the Brazilian Business, represent up to 10% of such acquired company’s gross revenues for the most recent fiscal year, (iii) from acquiring all or part of the stock of any company or any business the activities of which, in the Business or the Brazilian Business, represent up to 10% of the acquired company’s or business’s gross revenues for the most recent fiscal year, (iv) from performing its obligations ofor benefiting from its rights under the Agreement, the IP Assignment Agreement, the Technical Assistance Agreement, the License Agreement, the Ancillary Documents, or permit his name or any part thereof other agreement to be used or employed by, any business (whether entered into as a proprietorconsequence of the Ancillary Documents, partnerthe IP Assignment Agreement and/or the Agreement; (v) from responding to global tender offers relating to the CRP Business and/or the Tubes Business including in Brazil, joint venturerin which case the relevant member of the Vendors Group will offer to ▇▇▇▇▇ Brazil to respond to such tender offers alongside the relevant member of the Vendors Group but only with respect to the part of such global tender offers which relates to the Brazilian Business. (c) Notwithstanding anything in the Agreement to the contrary, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with the event that any of the businesses Vendors, and/or any of their direct and indirect subsidiaries is acquired (whether by merger, consolidation or sale or transfer of assets or equity securities) by another entity, none of the Company and its subsidiaries as conducted as covenants or restrictions set forth in Clause 7.2(a) shall apply to, or otherwise purport to limit or affect the conduct or actions of, such acquiring entity, provided that such acquiring entity does not operate a business competing with the Dispensing Business or the Brazilian Business through any of the date the Employee's employment is terminated hereunder or which isVendors and/or any of their direct and indirect subsidiaries so acquired. However, directly or indirectly, engaged in the design, development, production, marketing or distribution case of products acquisition of any of the nature designed, developed, produced marketed or distributed by the Company or Vendors and/or any of its their direct and indirect subsidiaries by a strategic acquirer which already carries out activities pertaining to the Dispensing Business or the Brazilian Business as of at the date of the Employee's employment is terminated hereunder. In acquisition, nothing in this Clause 7.2 shall prevent such acquirer from implementing integration operations with the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company Vendors and/or their direct and indirect subsidiaries so acquired or limit and/or affect its subsidiaries and not those of the assignee as of the date of any such assignmentactions in connection therewith. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees Sellers and WMI shall not, and shall cause each of their subsidiaries not to, directly or indirectly through or with another entity: (a) for a period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date, own any interest in an entity engaging in, manage, control or in any manner engage in (whether as an owner, operator, manager, investor or otherwise) any Competitive Activities; provided, however, that, the restriction in this clause (a) shall not apply to (i) WMI's ownership of an interest in the Onyx Industrial Services business conducted by the Joint Venture so long as WMI and its affiliates do not, directly or indirectly, increase their financial commitments or contributions to the Joint Venture, (ii) the composting operations of WMI and its subsidiaries as presently conducted, or (iii) the ownership of less than 2% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market; (b) with respect to each Customer, for the period beginning on the Closing Date and ending on the later of (A) the third anniversary of the Closing Date and (B) the end of the Customer Contract Term for such Customer, except for providing the services contemplated by Section 4.18.5 to persons who are not affiliated with the Sellers or WMI, (i) pursue or enter into a contract or arrangement for the disposal of Residuals into a landfill with respect to Residuals generated by, originating from or handled by such Customer or (ii) through a communication directed to such Customer, induce or attempt to induce such Customer to cease doing business with the Companies or any of their subsidiaries; provided, however, that this clause (b) shall not prohibit WMI, the Sellers or their respective subsidiaries from and after pursuing or contracting with a Customer in response to a general solicitation for bids from such Customer if such solicitation is limited by its terms to a request for bids or proposals to provide the date hereof services of hauling or disposal of Residuals into a landfill only; and (c) for a period beginning on the Closing Date and ending on the third anniversary of the termination date Closing Date, perform any action, activity or course of conduct consisting of the Employee's employment hereunder he will notfollowing: (A) soliciting, directly recruiting or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name hiring any employees of either Company or any part thereof subsidiary, (B) soliciting or encouraging any employee of either Company or its subsidiary to be used leave the employment of such Company or employed bysubsidiary, and (C) through a communication directed to such person, induce or attempt to induce any supplier, licensor, lessor or other business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial relation of the Companies or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of their subsidiaries to cease doing business with the businesses Companies or any of their subsidiaries; provided, however, that general solicitations not directed at employees of the Company and or its subsidiaries as conducted shall not be a violation of clauses (A) or (B) above. The Purchaser shall cause the Companies and their subsidiaries following the Closing to provide the Sellers reasonably prompt written notice whenever a Customer for which the Companies or their subsidiaries do not have a customer contract as of the date hereof executes and delivers a contract 39 44 with the Employee's employment is terminated hereunder Companies or which istheir subsidiaries; provided, directly or indirectlyhowever, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries that such obligation shall only continue so long as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held person would continue to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of classified as a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawCustomer hereunder. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The (a) Employee agrees that during his employment by the Company (which shall be deemed to include the period in which Employee is receiving any severance payments set forth in Section 8(g) hereto) and for a period of three (3) years from and after the date hereof and ending on the third anniversary of the termination date or expiration of the Employee's employment hereunder he will with the Company (or Zygo as the case may be) (the "Non-Competitive Period"), Employee shall not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietorowner, partner, joint venturer, employerstockholder, employee, broker, agent, employeeprincipal, consultanttrustee, corporate officer, beneficial director, licensor, or record owner in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the same purpose as, are similar to, or are otherwise competitive with, products or services of the Company, Zygo or any of their respective subsidiaries or affiliates which are being sold or provided or reasonably proposed to be provided at the time of termination or expiration of Employee's employment, in any geographic area where, at the time of the termination or expiration of his employment hereunder, the business of the Company, Zygo or any of their respective subsidiaries or affiliates was being conducted or was proposed to be conducted in any manner whatsoever; PROVIDED, HOWEVER, that in the event Employee is terminated by the Company without justifiable cause or for Good Reason, the Non-Competitive Period shall be reduced to the later of (other than as a passive investor owning less than a 2% interest in a publicly held company)i) one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to Section 8(h)(ii) or (ii) three (3) years from the date of the Effective Time of the Merger; PROVIDED FURTHER, that Employee may own any securities of any corporation which is competitive engaged in such business and is publicly owned and traded but in an amount not to exceed at any respect with one time two percent (2%) of any class of the businesses stock or securities of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which issuch corporation. In addition, Employee shall not, directly or indirectly, engaged in during the designNon-Competitive Period, developmentrequest or cause contracting parties, productionsuppliers or customers with whom the Company, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by the Company Zygo or any of its their respective subsidiaries as or affiliates has a business relationship to cancel or terminate any such business relationship with the Company, Zygo or any of their respective subsidiaries or affiliates or solicit, interfere with, or entice from the date Company, Zygo or any of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to their respective subsidiaries or affiliates, or otherwise hire, any entity other than a subsidiary employee (or former employee) of the Company, this non-competition clause shall refer to the businesses Zygo or any of their respective subsidiaries or affiliates. (b) If any portion of the Company and its subsidiaries and not those of the assignee as of the date of restrictions set forth in this Section 10 should, for any such assignment. 10.2 If any of the foregoing provisions relating to the durationreason whatsoever, business or geographic scope of this covenant shall be held to be more restrictive than permitted declared invalid by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom the validity or enforceability of the remainder of such restrictions shall have failed or the time for such appeals shall have expired, such provision, shall not thereby be limited to the extent permitted by lawadversely affected. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the (c) Employee hereunder. Accordingly, the Employee and the Company specifically agree acknowledges that the Company and/or Zygo conducts business on a world-wide basis, that its sales and marketing prospects are for continued expansion into world markets and that, therefore, the territorial and time limitations set forth in this Section 10 are reasonable and properly required for the adequate protection of the business of the Company, Zygo and their respective subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Employee agrees to the reduction of the territorial or time limitation to the area or period which such court deems reasonable. (d) The existence of any claim or cause of action by Employee against the Company, Zygo or any of its their respective subsidiaries or affiliates shall not constitute a defense to the enforcement by the Company, Zygo or successors any such subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damageslitigated separately.

Non-Competition. 10.1 The Employee agrees that from and after the (a) Until such date hereof and ending as there is no Stockholder Designee then serving on the third anniversary of Board pursuant to this Agreement, the termination date of Stockholders and the Employee's employment hereunder he will Management Company shall not, and shall cause their respective controlled Affiliates not to, directly or indirectly, engage acquire, hold or otherwise invest in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with Beneficially Own any of the businesses companies set forth on Schedule 4.4 (each such company and its successors and assigns (by reason of merger, consolidation, spin-off or split-off, or sale of all or substantially all of the assets or similar transaction or series of related transactions), a “Competitor”). Notwithstanding anything to the contrary in this Section 4.4(a), it shall not be a violation of this Section 4.4(a), and the Stockholders and the Management Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which istheir respective controlled Affiliates shall not be prohibited in any manner from, directly or indirectly, engaged acquiring, holding or otherwise investing in the designor Beneficially Owning (or causing any of their respective controlled Affiliates to, (i) any securities or assets of any Person through any employee benefit plan or pension plan, development, production, marketing or distribution (ii) securities of products any Competitor having less than 5% of the nature designedoutstanding voting power of such Person, developedso long as neither the Management Company, produced marketed the Stockholders nor any of their respective controlled Affiliates control such Competitor, or distributed (iii) any securities of any Person or any assets that, in either case, are disposed of by a Competitor in a divesture or similar transaction where such Person or assets so disposed of by the Competitor is not directly competitive with the business conducted by the Company and the Target on the date hereof. The noncompetition covenants contained in this Agreement shall be deemed to apply separately, not collectively, to each city, county, state and country of any geographic area in which the Company or any of Company Subsidiary conducts its subsidiaries business as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned hereof and shall be severable as to any entity other than a subsidiary of the Companyeach such city, this non-competition clause shall refer to the businesses of the Company county, state and its subsidiaries and not those of the assignee as of the date country of any such assignment. 10.2 If any geographic area. It is the desire and intent of the foregoing parties hereto that the provisions relating of this Section 4.4(a) shall be enforced to the duration, business or geographic scope fullest extent permitted under the Laws and public policies of this covenant shall be held to be more restrictive than permitted by the law of the each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 4.4(a) is unenforceable, such court will have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties hereto that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 4.4(a) in the jurisdiction of the court that has made the adjudication. For the avoidance of doubt, if the Stockholder Designees resign from the Board for the purpose, in whole or in part, of the Stockholders and the Management Company seeks enforcement thereof by (and each of their respective controlled Affiliates) no longer being subject to the restrictions set forth in this Section 4.4, the right of ACP to designate Stockholder Designees pursuant to Section 3.1 shall be terminated permanently. (b) If the final determination judgment of a court of competent jurisdictionjurisdiction declares that any term or provision of this Section 4.4 is invalid, and all appeals therefrom unenforceable or overbroad, the parties agree that the court making such determination shall have failed the power to reduce the scope, duration, or area of the time for such appeals shall have expired, such term or provision, shall be limited to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid, enforceable and reasonable and that comes closest to expressing the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate intention of the Company for damages for breach of invalid or unenforceable term or provision (but in no event increasing the obligations of the Employee Stockholders in any respect hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages).

Non-Competition. 10.1 The Employee (a) Seller agrees that from and after for a period commencing on the date hereof Closing Date and ending on the third fifth anniversary of the termination date of Closing Date, Seller and Seller's Affiliates shall not (i) engage anywhere in the Employee's employment hereunder he will notworld, in the timeshare exchange or subscription business or in marketing any products or services that compete with the Timeshare Exchange Business as conducted or as proposed to be conducted by the Company, or (ii) directly or indirectly, engage in or be concerned with or interested indirectly invest in, advisemanage, lend money tooperate, guarantee join or control as a partner, stockholder, consultant or otherwise, any Person that engages in the debts timeshare exchange or obligations ofsubscription business or markets any products or services that compete with the Timeshare Exchange Business as conducted by the Company; provided, or permit his name or any part thereof however, that it shall not be deemed to be used or employed by, any business a violation of this Section 8.13 for (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)i) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of products of the nature designed, developed, produced marketed or distributed by Seller to provide services to the Company or any of its subsidiaries as the Affiliated Entities after the Closing, (ii) Seller or any of Seller's Affiliates to invest in securities having less than three percent (3%) of the date outstanding economic interest or voting power of any Person, the securities of which are publicly traded or listed on any securities exchange or automated quotation system, or (iii) Seller to hold Long-Term Securities of developers which provide limited exchange privileges as to such developers' own properties. (b) Seller and Acquiror acknowledge that this Section 8.13 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement. Each of Seller and Acquiror has 61 independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 8.13 are reasonable and proper. It is the desire and intent of the Employee's employment is terminated hereunder. In parties that the event that provisions of this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause Section 8.13 shall refer be enforced to the businesses fullest extent permissible under applicable Law. If all or part of the Company this Section 8.13 is held invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and its subsidiaries provisions of this Agreement shall nevertheless remain in full force and not those of the assignee as of the date of any such assignment. 10.2 effect. If any part of the foregoing provisions relating this Section 8.13 is finally determined in a proceeding by a Governmental Authority to be excessively broad as to duration, scope, activity or subject, such part will be construed by limiting and reducing it so as to be en- forceable to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the maximum extent permitted by lawcompatible with applicable Law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Provided that this Agreement has not been breached by the Company, the Employee agrees that from and he shall not at any time prior to one (1) year after the date hereof and ending on expiration or termination of his employment with the third anniversary Company for any reason, whether voluntary or involuntary own, manage, operate, be a director or an employee of, or a consultant to or provide any services, consultation or advice to any person, business, corporation, partnership, trust, limited liability company or other firm or enterprise ("Person") which is engaged in marketing, selling or distributing products or in developing product candidates in the United States which contain technology meant to achieve all or some of the same effects as the Company’s Aversion® Technology or are potentially competitive with: (a) the Company’s products or product candidates in development or (b) its licensee’s products or product candidates in development that contain Aversion® Technology or any similar abuse deterrent technology. For avoidance of doubt, product candidates are as evidenced by the current written product development plan and/or business plan of the Company at the time of termination date of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any of the businesses of the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder or which is, directly or indirectly, engaged and/or described in the designCompany’s most recent filing on Form 8-K, development, production, marketing Form 10-K or distribution of products of Form 10-Q with the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries Securities and Exchange Commission as of the date of the termination of the Employee's employment ’s employment. If any of the provisions of this section, or any part thereof, is terminated hereunderhereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that this agreement is assigned to the courts of any entity other than a subsidiary one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company, this non-competition clause shall refer 's right to the businesses of relief provided for herein in the Company and its subsidiaries and not those of the assignee as of the date courts of any other jurisdictions as to breaches or threatened breaches of such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordinglyother jurisdictions, the Employee above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesindependent covenants.

Non-Competition. 10.1 The Employee agrees that from and Neither ITTI nor any of its Subsidiaries shall, for a period of three years after the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will notClosing Date, directly or indirectly, engage in the Business in competition with Purchaser and its Subsidiaries, the Electrical Companies or be concerned with the Designated Asset Purchasers in any location in the world, whether or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name not Purchaser or any part of its Subsidiaries, the Electrical Companies or the Designated Purchasers engages in the Business in that particular location. Notwithstanding the foregoing, however, ITTI and its Subsidiaries may, without violating this covenant: (a) continue to design, engineer, manufacture, sell or distribute any product currently being designed, engineered, manufactured, sold or distributed or specifically manufactured on behalf of ITTI or any Subsidiary thereof (disregarding for this purpose the Electrical Companies and the Asset Sellers in respect of the Business) and such other products as are complementary thereto and/or would reasonably be expected to be used or employed by, any business developed as line extensions; (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than b) own as a passive investor owning investment not in excess of 5% of the outstanding capital stock of a corporation which engages in the Business, if such capital stock is a security actively traded on an established national securities exchange; (c) acquire any company or business (an "Acquired Business") whose operations would contravene this Section 6.10 (the "Competing Operations"), provided that (i) the Competing Operations represent less than a 210% interest in a publicly held company)) which is competitive in any respect with any of the businesses total annual sales of such Acquired Business (it being understood that ITTI shall not be permitted to use the Company and its subsidiaries as conducted as of the date the Employee's employment is terminated hereunder trademark "ITT" or which is, directly or indirectly, engaged in the design, development, production, marketing or distribution of any derivation thereof on any products of the nature designed, developedengineered, produced marketed manufactured, sold or distributed by the Company Competing Operations), or any of (ii) ITTI or its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any Subsidiary divests such assignment. 10.2 If any of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited Competing Operations (at least to the extent permitted by law. 10.3 It is agreed necessary so that it would be impossible to fully compensate the Company for damages for breach they represent less than 10% of the obligations total annual sales of such Acquired Business) included within the Employee hereunder. Accordingly, Acquired Business within one year after the Employee and the Company specifically agree that the Company and any acquisition of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesAcquired Business.

Non-Competition. 10.1 The Employee agrees that from and after Will be amended as indicated below: Without the date hereof and ending on the third anniversary express written consent of the termination date Board of Directors, with the Employee's employment hereunder he will notexception of 3H Contracting, Inc., Employee shall not directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, serve (in any capacity whatsoever, including, without limitation, as an employee, consultant, advisor, agent, independent contractor, officer or director) or otherwise become in any way or manner connected with the ownership, management, operation, or control of, any business, firm, corporation, partnership or other entity (collectively referred to herein as a “Person”) that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, engage in products or services similar to or competitive with the Company’s product line or services in the United States; provided, however, the above shall not be concerned deemed to exclude Employee from acting as director of another corporation with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is competitive in any respect with any consent of the businesses Company’s Board of Directors; provided further, however, that the Company and its subsidiaries as conducted as of above shall not be deemed to prohibit Employee from owning or acquiring securities issued by any corporation whose securities are listed with a national securities exchange or are traded in the date the Employee's employment is terminated hereunder or which isover-the-counter market, provided that Employee at no time owns, directly or indirectly, engaged in the designbeneficially or otherwise, development, production, marketing five (5%) percent or distribution more of products of the nature designed, developed, produced marketed or distributed by the Company or any of its subsidiaries as of the date of the Employee's employment is terminated hereunder. In the event that this agreement is assigned to any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date class of any such assignment. 10.2 If corporation’s outstanding capital stock. In addition, Employee will not be deemed to have violated the terms of this Section 5.1 as it relates to any ownership or services rendered to separate entities which have been formed for the purpose of developing certain patents or technologies, the rights to which Global previously held. All other terms of the foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by lawEmployment Agreement remain effective. 10.3 It is agreed that it would be impossible to fully compensate the Company for damages for breach of the obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damages.

Non-Competition. 10.1 The Employee agrees that from Executive acknowledges and after recognizes the date hereof and ending on the third anniversary of the termination date of the Employee's employment hereunder he will not, directly or indirectly, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company)) which is highly competitive in any respect with any nature of the businesses of the Company Company, the amount of sensitive and its subsidiaries as conducted as confidential information involved in the discharge of the date Executive’s position as Senior Vice President, Finance, and Chief Financial Officer, and the Employee's employment harm to the Company that would result if such knowledge or expertise was disclosed or made available to a competitor, and accordingly agrees that during the entire period that he is terminated hereunder or which isemployed by the Company, he shall not, directly or indirectlyindirectly in any manner or capacity (e.g., engaged as an advisor, principal, agent, partner, officer, director, shareholder, employee, member of any association or otherwise) engage in, work for, consult, provide advice or assistance or otherwise participate in any activity that is competitive with the design, development, production, marketing or distribution of products business of the nature designedCompany. The Executive further agrees that during such period he will not assist or encourage any other person in carrying out any activity that would be prohibited by the foregoing provisions of this Section 11 if such activity were carried out by the Executive and, developedin particular, produced marketed the Executive agrees that he will not induce any employee of the Company to carry out any such activity; provided, however, that the “beneficial ownership” by the Executive, either individually or distributed by as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Exchange Act, of not more than one percent (1%) of the voting stock of any publicly held corporation shall not be a violation of this Restated Agreement. It is further expressly agreed that the Company will or would suffer irreparable injury if the Executive were to compete with the Company or any of its subsidiaries as subsidiary or affiliate of the date Company in violation of this Restated Agreement and that the Company would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdiction, and the Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting the Executive from competing with the Company or any subsidiary or affiliate of the Employee's Company in violation of this Restated Agreement. The Executive further agrees that his continued compliance with the foregoing provisions of this Section 11 following his termination of employment is terminated hereunderwith the Company shall be a condition precedent to his entitlement to any severance benefits to be provided under this Restated Agreement. In Accordingly, in the event that the Executive breaches the provisions of this agreement is assigned to any entity other than a subsidiary Section 11 following his termination of employment with the Company, this non-competition clause the Executive shall refer no longer have the right to the businesses receive any salary continuation payments under Section 6.2.2, 7.2.2 or 8.2, whichever is applicable, in excess of the Company and its subsidiaries and not those greater of (i) six (6) months of such salary continuation payments or (ii) the assignee actual salary continuation payments made to date (with such limited salary continuation payments to serve as of the date of consideration for his requisite Release), shall immediately terminate, any such assignment. 10.2 If any of the foregoing provisions relating to the duration, business stock options or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or other equity awards outstanding at the time for of such appeals shall have expiredbreach shall, such provision, shall be limited to the extent permitted by law. 10.3 It is agreed that it would those options or awards vested on an accelerated basis pursuant to Section 3.3.2, immediately terminate and cease to be impossible to fully compensate outstanding or exercisable, and the Company for damages for breach extension of the obligations of post-termination exercise period provided for the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the Company and any of its affiliates or successors Executive’s outstanding stock options pursuant to Section 3.3.2 shall be entitled to temporary and permanent injunctive relief to enforce such obligations and that such relief may be granted without the necessity of proving actual damagesimmediately cancelled, whether or not those outstanding options vested on an accelerated basis.