Common use of Non-Competition Clause in Contracts

Non-Competition. (a) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During A. Subject to Section 3.B. below, Executive, during Executive’s period of employment with the term of this Agreement Company, and for a period of one twelve (112) year commencing on months following Executive’s voluntary or involuntary termination of employment (the expiration “Restriction Period”), shall not, without the Company’s written permission, which shall be granted or termination denied in the Company’s sole discretion, directly or indirectly, associate with (if earlier) including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest in, any Business which is competitive with that conducted by or developed for later implementation by the Company at any time during the term of Executive’s employment. For purposes of this Agreement, Consultant agrees that he/she will not perform consulting “Business” shall be defined as a person, corporation, firm, limited liability company, partnership, joint venture or research services other entity. Nothing in the Field foregoing shall prevent Executive from investing in a Business that is or becomes publicly traded, if Executive’s ownership is as a passive investor of less than one percent (as 1%) of the outstanding publicly traded stock of the Business. B. The provision set forth in Schedule Section 3.A above, shall apply to the full extent permitted by law (A) in all fifty states, and (B) in each foreign country, possession or territory in which competes with the Company may be engaged in, or have plans to engage in, business (as an employeex) during Employee’s period of employment, consultant or otherwise(y) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than case of a termination of employment, as a shareholder of less than 2% of the stock effective date of a publicly- traded corporation, provided such termination or at any time during the twenty-four month period prior thereto. C. Executive acknowledges that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from these restrictions are reasonable and necessary to protect the Chief Executive Officer business interests of the Company, which approval and that enforcement of the provisions set forth in this Section 3 will not unnecessarily or unreasonably impair Executive’s ability to obtain other employment following the termination (voluntary or involuntary) of Executive’s employment with the Company. Further, Executive acknowledges that the provisions set forth in this Section 3 shall not be unreasonably withheld apply if Executive’s employment is involuntarily terminated by the Company for Cause; as a result of the elimination of employee’s position; for performance-related issues; or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person reason or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopeno reason at all. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (1a) year commencing on Officer shall not, without the expiration prior written consent of Corporation, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes own, manage, operate, control, be connected with the Company (as an officer, employee, partner, consultant or otherwise) for any other commercial entity or found , or otherwise hold an equity interest engage or participate in any corporation or other business entity engaged in the Field (other than as business of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a shareholder limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a publicly- competitive business which is regularly traded corporation, provided that Consultant exercise no operational on a national securities exchange or strategic control over such corporation) unless Consultant obtains prior written approval from in the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity over-the-counter market shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopethe foregoing covenant. (b) During Simultaneously with the term Effective Date and upon each anniversary of this Agreement the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and for a period extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant percent of the Company or any outstanding class of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companysecurities. (c) Since a breach Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the provisions geographical location of this Section 7 could not adequately be compensated by money damagessuch customer, the Company client, tenant or account, nor shall be entitledOfficer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in addition any business similar to any other right or in competition with that of Corporation. Officer hereby acknowledges and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained set forth in this Section 7 shall be deemed 5 constitute a reasonable restriction on his ability to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right compete with Corporation and will not adversely affect his ability to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyearn income sufficient to support himself and/or his family. (d) The provisions parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this Section 7 covenant are unenforceable, such determination shall survive any termination or expiration not render the entire covenant unenforceable. Rather, the excessive aspects of this Agreementthe covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

Non-Competition. (a) During 4.1. Both Company and Employee acknowledge Employee's right for freedom of occupation whilst protecting the term of this Agreement Company's legitimate interests. Therefore Employee agrees and undertakes that, so long as Employee is employed by the Company and for a period of one twelve (112) year commencing on the expiration months following termination of Employee's employment for whatever reason, Employee will not, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an owner, partner, joint venturer, stockholder, employee, consultant broker, agent, principal, trustee, corporate officer, director, licensor or otherwise) for in any other commercial entity or found capacity whatsoever engage in, become financially interested in, be employed by, or otherwise hold an equity interest render services to, any business or venture that is engaged in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporationactivities involving products, provided information, processes, technology or equipment that Consultant exercise no operational are or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not could reasonably and imminently be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations competitive to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant those of the Company or any of its subsidiaries or affiliates affiliates; provided, however, that Employee may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to terminate his/her exceed at any one time one percent of any class of stock or securities of such company, and so long as Employee has no role in the publicly owned and traded company as director, employee, consultant or otherwise. Employee agrees and understand that his Salary (set forth in Exhibit A) includes adequate compensation for his undertakings in this Section 4.1 and is about 20% higher than it would have been should the Employee had not taken said undertakings. 4.2. Employee agrees and undertakes that during the period of Employee's employment and for a period of twenty four (24) months following termination, Employee will not, directly or indirectly, including personally or in any business in which Employee is an officer, director or shareholder, for any purpose or in any place, solicit for employment or consulting relationship with employ any person employed by the Company (or retained by the Company as a consultant, if such consultant is prevented thereby from continuing to render its services to the Company) on the date of such termination or during the preceding twelve (12) months. 4.3. If any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction terms contained in this Section 7 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be deemed construed in a manner to enable it to be invalid, illegal, or unenforceable by reason of enforced to the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyextent compatible with applicable Israeli law. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2 or, for a period of one year following a Termination Upon a Change in Control: (1a) year commencing on Officer shall not, without the expiration prior written consent of Corporation, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes own, manage, operate, control, be connected with the Company (as an officer, employee, partner, consultant or otherwise) for any other commercial entity or found , or otherwise hold an equity interest engage or participate in any corporation or other business entity engaged in the Field (other than as business of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a shareholder limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a publicly- competitive business which is regularly traded corporation, provided that Consultant exercise no operational on a national securities exchange or strategic control over such corporation) unless Consultant obtains prior written approval from in the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity over-the-counter market shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopethe foregoing covenant. (b) During the term Simultaneously with Officer’s execution of this Agreement and for a period upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant percent of the Company or any outstanding class of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companysecurities. (c) Since a breach Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the provisions geographical location of this Section 7 could not adequately be compensated by money damagessuch customer, the Company client, tenant or account, nor shall be entitledOfficer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in addition any business similar to any other right or in competition with that of Corporation. Officer hereby acknowledges and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained set forth in this Section 7 shall be deemed 5 constitute a reasonable restriction on his ability to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right compete with Corporation and will not adversely affect his ability to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyearn income sufficient to support himself and/or his family. (d) The provisions parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this Section 7 covenant are unenforceable, such determination shall survive any termination or expiration not render the entire covenant unenforceable. Rather, the excessive aspects of this Agreementthe covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

Non-Competition. (a) During the term of this Agreement and for the longer of: (i) any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or (ii) one year following a period Termination Upon a Change in Control, in either case so long as the payments provided for in Section 4.1 are made on a timely basis: (a) Officer shall not, without the prior written consent of one (1) year commencing on the expiration Corporation, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes own, manage, operate, control, be connected with the Company (as an officer, employee, partner, consultant or otherwise) for any other commercial entity or found , or otherwise hold an equity interest engage or participate in any corporation or other business entity engaged in the Field (other than as business of buying, selling, developing, building and/or managing real estate facilities for the medical and healthcare sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a shareholder limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a publicly- competitive business which is regularly traded corporation, provided that Consultant exercise no operational on a national securities exchange or strategic control over such corporation) unless Consultant obtains prior written approval from in the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity over-the-counter market shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopethe foregoing covenant. (b) During the term Simultaneously with Officer’s execution of this Agreement and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise engaged in buying, selling, developing, building, and/or managing real estate facilities for a period the medical and healthcare sectors of the real estate industry other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant percent of the Company or any outstanding class of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companysecurities. (c) Since a breach Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the provisions geographical location of this Section 7 could not adequately be compensated by money damagessuch customer, the Company client, tenant or account, nor shall be entitledOfficer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in addition any business similar to any other right or in competition with that of Corporation. Officer hereby acknowledges and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained set forth in this Section 7 shall be deemed 5 constitute a reasonable restriction on his ability to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right compete with Corporation and will not adversely affect his ability to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyearn income sufficient to support himself and/or his family. (d) The provisions parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this Section 7 covenant are unenforceable, such determination shall survive any termination or expiration not render the entire covenant unenforceable. Rather, the excessive aspects of this Agreementthe covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

Non-Competition. Non-Mitigation: Litigation Expenses. (a) During For the term first nine months following termination of this Agreement his employment with the Corporation, Executive shall not be required to mitigate the amount of termination benefits due him under Section 7 herein, by seeking employment with others, or otherwise, nor shall the amount of such benefits be reduced or offset in any way by any income or benefits earned by Executive from another employer or other source during said period; thereafter, said termination benefits shall be reduced by one-half of the amount Executive may earn from any full time employment position or occupation. However, if Executive becomes employed, as a full or part time employee, or as a consultant or advisor, to any enterprise engaged in competition with the business then being conducted by the Corporation, any obligation which the Corporation otherwise would have had under Section 7 shall thereupon terminate and for a cease to be of any further force and effect other than to the extent theretofore performed by the Corporation. (b) Until the period of one employment expires (1) year commencing on which for these purposes shall be calculated without giving effect to early termination pursuant to Section 6), Executive shall not enter into endeavors that are competitive with the expiration business or termination (if earlier) operations of this Agreement, Consultant agrees that he/she will not perform consulting or research services the Corporation in the Field lodging pay-per-view/guest services market, and shall not own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, director, partner, stockholder (as set forth expect for passive investments of not more than a one percent interest in Schedule A) the securities of a publicly held corporation regularly traded on a national securities exchange or in an over-the-counter securities market), consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity that engages in a business which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as lodging pay-per-view/guest services market. For these purposes, employment with a shareholder vendor of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval cable television services shall not be unreasonably withheld treated as competitive with the business or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant operations of the Company or any of its subsidiaries or affiliates to terminate hisCorporation in the lodging per-view/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companyguest services market. (c) Since The Corporation shall pay Executive’s out-of-pocket expenses, including attorneys’ fees, but not to exceed a breach total of $10,000 for any proceeding or group of related proceedings to enforce, construe or determine the validity of the provisions of this for termination benefits in Section 7 could not adequately be compensated by money damagesherein, provided, however, that if any arbitration or litigation results in a finding in favor of Executive contrary to the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason position of the extent, duration, or geographical scope thereof, or otherwiseCorporation, then Executive will be reimbursed for all reasonable legal and related costs regardless of the court making such determination shall have limitation set forth above; and further provided that in no event will Executive be held liable for the right to reduce such extent, duration, geographical scope, or other provisions hereof, legal and related costs of the Corporation in its reduced form such restriction shall then be enforceable an event of a finding in favor of the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.Corporation

Non-Competition. (a) During the term A. Subject to Article 2. B. below, Employee, during Employee’s period of this Agreement employment with ARAMARK, and for a period of two years following the voluntary or involuntary termination of employment, shall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest in, any Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s employment, provided, however, if Employee’s employment is involuntarily terminated by ARAMARK for any reason other than Cause (as defined herein), then the term of the non-competition provision set forth herein will be modified to be one (1) year commencing on the expiration or following such termination (if earlier) of employment. For purposes of this Agreement, Consultant agrees that he/she will not perform consulting “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or research services other entity. Nothing in the Field (foregoing shall prevent Employee from investing in a Business that is or becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the outstanding publicly traded stock of the Business. B. The provision set forth in Schedule AArticle 2.A above, shall apply to the full extent permitted by law (i) in all fifty states, and (ii) in each foreign country, possession or territory in which competes ARAMARK may be engaged in, or have plans to engage in, business (x) during Employee’s period of employment, or (y) in the case of a termination of employment, as of the effective date of such termination or at any time during the twenty-four month period prior thereto. C. Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, and that enforcement of the provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with ARAMARK. Further, Employee acknowledges that the Company (provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as an a result of the elimination of employee, consultant ’s position; for performance-related issues; or otherwise) for any other commercial entity reason or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopereason at all. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (ai) During Employee acknowledges that the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services Confidential Information in the Field (as set forth in Schedule A) which competes his possession would enable Employee to establish goodwill with the Company (as an employeeCustomers and potential Customers, consultant and vendors and suppliers, who provide products and services to or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer on behalf of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, who receive products or services from the Consultant’s existing obligations to perform consulting Company and research services for any other person or entity shall not be that the Confidential Information constitutes a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant valuable asset of the Company or its Affiliates. Employee also acknowledges that he has developed relationships with Customers, potential Customers, vendors, suppliers, employees, contractors or potential contractors and consultants or potential consultants of the Company. Employee further acknowledges and agrees that the scope of the Restricted Territory and Restricted Period is reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates. (ii) Accordingly, Employee agrees that during the Restricted Period Employee and each Affiliate of Employee shall not, anywhere in the Restricted Territory, directly or indirectly, either alone or in conjunction with any of its subsidiaries other Person, conduct, engage in, render services or affiliates to terminate his/her employment advice to, finance or consulting relationship with participate or become interested in (in any manner, whether as manager, employee, officer, director, consultant, contractor, owner, partner or otherwise, or through equity ownership or other investment or financial interest) any company, enterprise, venture, entity, business or other Person (other than the Company or its Affiliates) that engages or proposes to engage in the design, development, manufacture, production, distribution, marketing, installation or sale of any of its subsidiaries mercury removal products or affiliates business or to become employed by related equipment, supplies or enter into contractual relations products, that is or are, in whole or in part, the same as, similar to, substitutes for or competitive with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach ’s products or services; provided however, that the foregoing restriction shall not apply to the ownership of less than one percent of the provisions outstanding equity securities of this Section 7 could not adequately be compensated by money damagesa Person having securities that are listed for trading on a national securities exchange, subject to the Company shall be entitled, other restrictions and covenants in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Executive acknowledges that his or her services to be rendered hereunder are of a special and unusual character that have a unique value to Company and the term conduct of its Business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Executive for which Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Executive as herein above set forth, and as a material inducement to Company to enter into this Agreement and for a period of one (1) year commencing on to pay and make available to Executive the expiration or termination (if earlier) of this Agreementcompensation and other benefits referred to herein, Consultant Executive covenants and agrees that he/she Executive will not perform consulting not, directly or research services in indirectly, whether as principal, agent, trustee or through the Field (as set forth in Schedule A) which competes with the Company (as an employeeagency of any corporation, consultant partnership, association or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field agent (other than as the holder of not more than five percent (5%) of the total outstanding stock of any company the securities of which are traded on a shareholder regular basis on recognized securities exchanges): (a) while employed under this Agreement (i) work for (in any capacity, including without limitation as a director, officer or employee) any other entity or cruise related businesses or affiliates of any such entity engaged in cruises, with a minimum fleet size of 3,000 berths, or (ii) recruit, or otherwise influence or attempt to induce employees of Company to leave the employment of Company; and (b) for the two (2) year period immediately following the termination of Executive's employment pursuant to this Agreement (the "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity or cruise related businesses or affiliates of any such entity engaged in cruises, with a minimum fleet size of 3,000 berths (“Cruise Business”); provided, for purposes hereof, “Cruise Business” shall not include any company that has a stand-alone Cruise Business unit that accounts for less than 210% of the stock company’s total sales in each of a publicly- traded corporationits prior two completed fiscal years so long as Executive is not providing services to such business unit other than services consistent with parent company oversight of such business unit. Executive further agrees that during the Non-competition Period, provided that Consultant exercise no operational he or strategic control over such corporationshe shall not: (i) unless Consultant obtains employ or seek to employ any person who is then employed or retained by Company or its affiliates (or who was so employed or retained at any time within the six (6) month period prior written approval from to the Chief Executive Officer last day of the Executive’s employment with Company); or (ii) solicit, which approval shall not be unreasonably withheld induce, or delayed. For avoidance of doubtinfluence any proprietor, the Consultant’s existing obligations to perform consulting and research services for partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or any other person or entity shall not be which has a violation business relationship with Company or its affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the extent of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the relationship with Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, subsidiaries. Executive has carefully read and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of considered the provisions of this Section 7 could not adequately be compensated by money damagesSections 9, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach10, and in either case no bond or other security shall be required in connection therewith. Consultant 11 hereof and agrees that the provisions of this Section 7 restrictions set forth in such sections are necessary fair and reasonable and are reasonably required for the protection of the interests of Company, its officers, directors, shareholders, and other employees, for the protection of the business of Company, and to protect ensure that Executive devotes his or her entire professional time, energy, and skills to the Company business of Company. Executive acknowledges that he or she is qualified to engage in the conduct of its business. If any restriction contained businesses other than that described in this Section 7 11. It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 9, 10 and 11, the parties agree that the restrictions contained therein shall be deemed enforced to the maximum extent permitted by law as more particularly set forth in Section 12 below. In the event that any of said restrictions shall be invalid, illegal, or held unenforceable by reason any court of competent jurisdiction, the extentparties 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 that as so modified, duration, or geographical scope thereof, or otherwise, then the court making such determination covenant shall have be as fully enforceable as if it had been set forth herein by the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyparties. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for a period of one (1) year commencing on the Effective Date and ending on the second anniversary following the termination of your employment for any reason (whether during or upon expiration or termination of the Term) (if earlier) of this Agreementthe “Restricted Period”), Consultant agrees that he/she you will not perform consulting (except as an officer, director, stockholder, member, manager, employee, agent or research services consultant of Paramount) directly or indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the Field (as set forth in Schedule A) which competes with the Company (ownership, management, operation or control of, or be employed as an employee, consultant agent or otherwise) for any other commercial entity consultant, or found or otherwise hold an equity interest in any other individual or representative capacity whatsoever, or use or permit your name to be used in connection with, or be otherwise connected in any manner with any business entity or enterprise engaged in the Field institutional pharmacy business in any state in the United States in which the Group is then engaged or planning to engage in the institutional pharmacy business (other than as any such business or enterprise, a shareholder of less than 2% of the stock of a publicly- traded corporation, “Competitive Enterprise”); provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval foregoing restriction shall not be unreasonably withheld construed to prohibit the ownership by you together with your affiliates and associates, as the case may be, of not more than two percent (2%) of any class of securities of any corporation that is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or delayed. For avoidance of doubtin the over-the-counter market, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided further, that such existing obligations ownership represents a passive investment and that you together with your affiliates and associates, either directly or indirectly, do not materially change manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in either time commitments or scope. (b) During the term of this Agreement and for its business other than exercising your rights as a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is thenshareholder, or has been within seek to do any of the preceding six-month periodforegoing; and provided further, an employee or consultant that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the Company to cure such non-payment after thirty (30) days’ prior written notice. Notwithstanding anything to the contrary in this Agreement or any other document or instrument, except as expressly set forth in the preceding sentence, no breach or failure to perform on the part of the Paramount or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any shall relieve you of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is your obligations under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby7. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement Employment Term and for a period of time following the termination of the Employment Term equal to the greater of one (1) year commencing on year, or the expiration or termination period of time during which Executive receives Severance Pay (if earlier) of this Agreementthe “Restrictive Period”), Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with Executive shall not, without the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer consent of the Company, which approval shall not be unreasonably withheld directly or delayed. For avoidance indirectly, in any capacity whatsoever, either on his own behalf or on behalf of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not with whom he may manage, control, participate in, consult with, render services for or be a violation employed or associated, compete with the Business (as hereinafter defined) in any of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope.the following described manners: (bi) During the term of this Agreement and for a period of one (1) year commencing on the expiration Engage in, assist or termination (if earlier) of this Agreementhave any interest in, Consultant will not solicitas principal, enticeconsultant, persuade advisor, agent, financier or induce employee, any individual who is thenbusiness entity which is, or has been within the preceding six-month periodwhich is about to become engaged in, an employee providing goods or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship services in competition with the Company Addus HealthCare Group within a geographic radius of thirty (30) miles from any Addus HealthCare Group branch office; or (ii) Solicit or accept any of its subsidiaries business (or affiliates or to become employed by or enter into contractual relations with help any other individual person solicit or entity, and the Consultant shall not approach accept any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean business) from any person or entity which on the date of this Agreement is a customer of the Addus HealthCare Group or which during the Employment Term becomes a customer of the Addus HealthCare Group. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that directlythe Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company. Furthermore, during the Restrictive Period, the Executive shall not directly or indirectly, (A) induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof, or indirectly through one (B) induce or more intermediariesattempt to induce any customer, is controlled referral source, supplier, vendor, licensee or is controlled byother business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or is under common control in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. Notwithstanding the foregoing provisions, nothing herein shall prohibit the Executive from owning 1% or less of any securities of a competitor, if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the Company. (c) Since a breach NASDAQ market or otherwise. If, at the time of the provisions enforcement of this Section 7 could not adequately be compensated by money damages9(b), a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Company parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be entitledsubstituted for the stated period, in addition to any other right and remedy available to it, to an injunction restraining such breach scope or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed area determined to be invalid, illegal, or unenforceable reasonable under the circumstances by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebycourt. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (ai) During Employee acknowledges that the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services Confidential Information in the Field (as set forth in Schedule A) which competes his possession would enable Employee to establish goodwill with the Company (as an employeeCustomers and potential Customers, consultant and vendors and suppliers, who provide products and services to or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer on behalf of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, who receive products or services from the Consultant’s existing obligations to perform consulting Company and research services for any other person or entity shall not be that the Confidential Information constitutes a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant valuable asset of the Company or its Affiliates. Employee also acknowledges that he has developed relationships with Customers, potential Customers, vendors, suppliers, employees, contractors or potential contractors and consultants or potential consultants of the Company. Employee further acknowledges and agrees that the scope of the Restricted Territory and Restricted Period is reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates. (ii) Accordingly, Employee agrees that during the Restricted Period Employee and each Affiliate of Employee shall not, anywhere in the Restricted Territory, directly or indirectly, either alone or in conjunction with any of its subsidiaries other Person, conduct, engage in, render services or affiliates to terminate his/her employment advice to, finance or consulting relationship with participate or become interested in (in any manner, whether as manager, employee, officer, director, consultant, contractor, owner, partner or otherwise, or through equity ownership or other investment or financial interest) any company, enterprise, venture, entity, business or other Person (other than the Company or its Affiliates) that engages or proposes to engage in the design, development, manufacture, production, distribution, marketing, installation or sale of any of its subsidiaries mercury removal products or affiliates business or to become employed by related equipment, supplies or enter into contractual relations products, that is or are, in whole or in part, the same as, similar to, substitutes for or competitive with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach ’s products or services; provided however, that the foregoing restriction shall not apply to the ownership of less than one percent of the provisions outstanding equity securities of a Person having securities that are listed for trading on a national securities exchange, subject to the other restrictions and covenants in this Section 7 could not adequately be compensated by money damages, Agreement. The Company acknowledges that Employee is highly experienced and respected in the Company shall be entitled, in addition to any other right utility and remedy available to it, to an injunction restraining such breach or a threatened breachengineering services business areas, and this section does not limit Employee’s work in either case no bond areas, markets or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable with customers for matters unrelated to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebymercury emissions control. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for a period of one Non-Compete Period, the Executive shall not, directly or indirectly through an intermediary, (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant solicit or otherwise) for encourage any other commercial entity client or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant customer of the Company or any of its subsidiaries Company Affiliate, or affiliates any person or entity who was a client or customer within 180 days prior to terminate his/her employment Executive’s action, to terminate, reduce or consulting relationship alter in a manner adverse to the Company or any Company Affiliate any existing business arrangements with the Company or any of its subsidiaries or affiliates Company Affiliate or to become employed by transfer existing business from the Company or enter into contractual relations with any Company Affiliate to any other individual person or entity, or (B) without the prior written consent of the AFG Board and the Consultant AAC Board, which consent shall not approach be unreasonably withheld, be engaged by, or have a financial or any other interest in (other than compensatory equity), the portion of any corporation, firm, partnership, proprietorship or other business entity or enterprise, whether as a principal, agent, employee, director, consultant, stockholder, partner or in any other capacity, which (x) materially competes with AAC or any Company Affiliate in any business conducted by AAC or any Company Affiliate as of the Effective Date or in any business acquired or developed by AAC or any Company Affiliate after the Effective Date and on or before the Date of Termination that generates $5,000,000 or more of net income in the fiscal year prior to termination of employment, provided that in no event shall the above limitations apply to any money or asset management business, including, without limitation, a private equity or hedge fund business engaged in management of alternative investments, or (y) is a financial institution with which the Company or any Company Affiliate has any active or threatened litigation and the Executive’s role with such employee financial institution would involve in a material manner any involvement with such active or consultant for any such purpose or authorize or knowingly approve threatened litigation; provided, however, that the taking Executive may own, as a passive investor, securities of any such actions entity that has outstanding publicly traded securities or is passively owned through an interest in a hedge fund or private equity fund, so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and, while employed by AAC does not otherwise violate any other individual Company or Company Affiliate policy applicable to the Executive. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity. The term “affiliate” shall mean any person or entity Executive acknowledges that directlythis covenant has a unique, or indirectly through one or more intermediariesvery substantial and immeasurable value to the Company and Company Affiliates, is controlled or is controlled bythat the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, or is under common control as a result of the Company. (c) Since a breach foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the provisions of this Section 7 could not adequately covenant would be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyproper. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement Employment Term and for a period of time following the termination of the Employment Term equal to the greater of (i) one (1) year commencing on and (ii) the expiration or termination period of time during which the Executive receives Severance Pay (if earlier) of this Agreementthe “Restrictive Period”), Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with Executive shall not, without the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer consent of the Company, which approval shall not be unreasonably withheld directly or delayed. For avoidance indirectly, in any capacity whatsoever, either on his own behalf or on behalf of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not whom he may manage, control, participate in, consult with, render services for or be a violation employed or associated, compete with the Business (as hereinafter defined) in any of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope.the following described manners: (bi) During the term of this Agreement and for a period of one (1) year commencing on the expiration Engage in, assist or termination (if earlier) of this Agreementhave any interest in, Consultant will not solicitas principal, enticeconsultant, persuade advisor, agent, financier or induce employee, any individual who is thenbusiness entity which is, or has been within the preceding six-month periodwhich is about to become engaged in, an employee providing goods or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship services in competition with the Company Addus HealthCare Group within a geographic radius of thirty (30) miles from any Addus HealthCare Group branch office; or (ii) Solicit or accept any of its subsidiaries business (or affiliates or to become employed by or enter into contractual relations with help any other individual person solicit or entity, and the Consultant shall not approach accept any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean business) from any person or entity which on the Effective Date is a customer of the Addus HealthCare Group or which during the Employment Term becomes a customer of the Addus HealthCare Group. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that directlythe Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company. Furthermore, during the Restrictive Period, the Executive shall not directly or indirectly, (A) induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof, or indirectly through one (B) induce or more intermediariesattempt to induce any customer, is controlled referral source, supplier, vendor, licensee or is controlled byother business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or is under common control in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. Notwithstanding the foregoing provisions, nothing herein shall prohibit the Executive from owning 1% or less of any securities of a competitor, if such securities are listed on a nationally recognized securities exchange or traded over-the-counter. If, at the Company. (c) Since a breach time of the provisions enforcement of this Section 7 could not adequately be compensated by money damages9(b), a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Company parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be entitledsubstituted for the stated period, in addition to any other right and remedy available to it, to an injunction restraining such breach scope or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed area determined to be invalid, illegal, or unenforceable reasonable under the circumstances by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebycourt. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement The Individual hereby covenants and agrees that, for a period of one (1) year commencing on the expiration Closing Date and terminating on the [first][second] anniversary of the Closing Date (the “Restricted Period”), such Individual shall not within 50 miles of any branch or termination (if earlier) other office of Seller or Seller Bank in operation as of the date of this Agreement, Consultant agrees directly or indirectly, either for him or herself or for any other Person other than for Buyer or its Affiliates, participate in any business (including, without limitation, any division, group or franchise of a larger organization) that he/she will not perform consulting engages (or research services proposes to engage) in the Field Business; provided, that if as of the date hereof the Individual holds not more than a 5% direct or indirect equity interest in such Person, then the Individual may retain (but not increase) such ownership interest without being deemed to “participate” in the Business conducted by such Person. For purposes of this Agreement, the term “participate” shall mean having more than 5% direct or indirect ownership interest in any Person, whether as set forth in Schedule A) which competes with the Company a sole proprietor, investor, owner, equity holder, partner, member, manager, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as an a director, officer, manager, member, supervisor, employee, agent, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in ), with respect to the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopeBusiness. (b) During The Individual covenants and agrees that during the term Restricted Period, the Individual shall not directly or indirectly, as employee, agent, consultant, director, equity holder, member, manager, partner or in any other capacity, without Buyer’s prior written consent (other than for the benefit of this Agreement and for a period of one (1) year commencing on the expiration Buyer or termination (if earlier) of this Agreementits Affiliates), Consultant will not solicit, enticecall upon, persuade communicate with or induce attempt to communicate (whether by mail, telephone, electronic mail, personal meeting or any individual who is thenother means, or has been within the preceding six-month period, an employee or consultant excluding general solicitations of the Company public that are not based in whole or in part on any list of customers of Seller or any of its subsidiaries Affiliates, including Seller Bank) with any Person that is or affiliates to terminate his/her employment or consulting relationship with the Company was a customer of Seller or any of its subsidiaries Affiliates (including Seller Bank) during the one-year period preceding the Closing Date for the purpose of engaging in opportunities related to the Business or affiliates contracts related to the Business or, except in the ordinary course of conducting the business described in Schedule 2, interfere with or damage (or attempt to become employed by interfere with or enter into contractual relations with damage) any other individual relationship between Seller or entity, its Affiliates (including Seller Bank) and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companycustomers. (c) Since a breach The Individual covenants and agrees that during the Restricted Period, such Individual shall not directly or indirectly, as employee, agent, consultant, director, equity holder, member, manager, partner or in any other capacity, without Buyer’ prior written consent, employ, engage, recruit, hire, solicit or induce, or cause others to solicit or induce, for employment or engagement, any employee of Seller or its Affiliates (including Seller Bank) (excluding general solicitations of the provisions of this Section 7 could public that are not adequately be compensated by money damages, the Company shall be entitled, in addition to based on any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegallist of, or unenforceable by reason directed at, employees of the extent, duration, Seller or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyAffiliates (including Seller Bank)). (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.]

Non-Competition. (a) During the term of this Agreement and for a period of one Restricted Period, the Executive shall not, directly or indirectly through an intermediary, (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) solicit or encourage any client or customer of the Company or any Company Affiliate, or any person or entity who was a client or customer within twelve (12) months prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Company or any Company Affiliate any existing business arrangements with the Company or any Company Affiliate or to transfer existing business from the Company or any Company Affiliate to any other person or entity, or (B) without the prior written consent of the Board, which consent shall not be unreasonably withheld, be engaged by, or have a financial or any other interest in, the portion of any corporation, firm, partnership, proprietorship or other business entity or enterprise, whether as a principal, agent, employee, director, consultant, stockholder, partner or in any other capacity, which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest Company Affiliate in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of conducted by the Company or any Company Affiliate as of its subsidiaries the Effective Date or affiliates to terminate his/her employment in any business acquired or consulting relationship with developed by the Company or any Company Affiliate after the Effective Date and on or before the Date of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entityTermination; provided, and however, that the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking Executive may own, as a passive investor, securities of any such actions entity that has outstanding publicly traded securities, so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and, while employed by the Company does not otherwise violate any other individual Company or Company Affiliate policy applicable to the Executive. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Restricted Period, he will provide a copy of this Agreement to such entity. The term “affiliate” shall mean any person or entity Executive acknowledges that directlythis covenant has a unique, or indirectly through one or more intermediariesvery substantial and immeasurable value to the Company and Company Affiliates, is controlled or is controlled bythat the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, or is under common control as a result of the Company. (c) Since a breach foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the provisions of this Section 7 could not adequately covenant would be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyproper. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (1a) year commencing on Officer shall not, without the expiration prior written consent of Corporation, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes own, manage, operate, control, be connected with the Company (as an officer, employee, partner, consultant or otherwise) for any other commercial entity or found , or otherwise hold an equity interest engage or participate in any corporation or other business entity engaged in the Field (other than as business of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a shareholder limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a publicly- competitive business which is regularly traded corporation, provided that Consultant exercise no operational on a national securities exchange or strategic control over such corporation) unless Consultant obtains prior written approval from in the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity over-the-counter market shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopethe foregoing covenant. (b) During the term Simultaneously with Officer’s execution of this Agreement and for a period upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant percent of the Company or any outstanding class of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companysecurities. (c) Since a breach Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the provisions geographical location of this Section 7 could not adequately be compensated by money damagessuch customer, the Company client, tenant or account, nor shall be entitledOfficer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in addition any business similar to any other right or in competition with that of Corporation. Officer hereby acknowledges and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained set forth in this Section 7 shall be deemed 5 constitute a reasonable restriction on his ability to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right compete with Corporation and will not adversely affect his ability to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyearn income sufficient to support himself and/or his family. (d) The provisions parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this Section 7 covenant are unenforceable, such determination shall survive any termination or expiration not render the entire covenant unenforceable. Rather, the excessive aspects of this Agreementthe covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

Non-Competition. Executive covenants and agrees that: --------------- (a) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will he shall not perform consulting without the prior written consent of the Corporation, directly or research services indirectly, as an Executive, employer, agent, principal, proprietor, partner, stockholder, consultant, director, or corporate officer, engage in any business engaged in the Field high-speed, transaction based electronic data transportation and delivery business (as set forth the "Competitive Business") or render any services to any business that is engaged in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopeCompetitive Business. (b) During the term of this Agreement and for For a period of one two years (the "Non-Competition Period") after Executive has ceased to be employed by the Corporation or any subsidiary of the Corporation, Executive shall not without the prior written consent of the Corporation: (1) year commencing on the expiration directly or termination indirectly engage in, or (if earlier2) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become be employed by any person, firm, partnership, association, corporation or enter into contractual relations with any other individual business organization, entity or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity enterprise that directly, or indirectly through one or more intermediaries, is controlled or is controlled byis, or is under common control about to become, directly or indirectly engaged in, any Competitive Business. For purposes hereof, "Competitive Business" shall mean engaging or having a material interest, directly or indirectly as owner, employee, officer, director, partner, venturer or stockholder, capital investor, consultant, agent, principal advisor or otherwise, either alone or in association with others, in the operation of a high speed, transaction based, electronic data transportation and delivery business; provided, however, that the restrictions contained in this Subparagraph (b) shall not apply to any business that does not meet both of the Companyfollowing requirements: (1) the Corporation or a subsidiary of the Corporation shall have operated such business, or had such business in the planning or development stage therein, during the 120-day period immediately prior to Executive's ceasing to be employed by the Corporation or any subsidiary of the Corporation, and (2) Executive, during such period, shall have had substantial planning, development, administrative or operational responsibilities for such business of the corporation or such subsidiary of the Corporation in such area. (c) Since a breach Executive shall not during the Non-Competition Period (i) solicit any employee of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, Corporation to engage in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegalCompetitive Business, or unenforceable by reason (ii) personally solicit customers of the extent, duration, or geographical scope thereof, or otherwise, then Corporation in a manner which is competitive with the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyCorporation. (d) The If the scope of any restrictions contained in Subparagraphs 6(a), (b) or (c) hereof are too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictions. Ownership of less than five (5%) percent of the outstanding stock of a corporation traded on a national securities exchange shall not be deemed to breach or conflict with the provisions of Subparagraphs (a) or (b) of this Section 7 shall survive any termination or expiration of this Agreement6.

Non-Competition. (a) During The Employee agrees that during the term of this Agreement Employee’s employment by the Company hereunder and for a an additional period of one twelve (112) year commencing on months after the expiration or termination of the Employee’s employment hereunder for any reason (if earlierthe “Restricted Period”), the Employee will (i) of this Agreement, Consultant agrees that he/she will not perform consulting or research services anywhere in the Field world where the Company markets or sells its products, engage or assist others in engaging in any business or enterprise (whether as set forth in Schedule Aowner, partner, officer, director, employee, consultant, investor or otherwise) which that is competitive with the Company’s business, including but not limited to any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product that competes with any product developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed sold or provided, by the Company (as an employee“Competitive Business”) while Employee was employed by the Company; or (ii) solicit, consultant or otherwise) hire, contract for any other commercial entity or found services or otherwise hold an equity interest employ, directly or indirectly, anyone who is or was employed by the Company within the six-month period prior to Employee’s termination of employment with the Company. The foregoing prohibition shall not prevent any employment or engagement of the Employee, after termination of employment with the Company, by any company or business organization not substantially engaged in a Competitive Business as long as the activities of any such employment or engagement, in any other business entity capacity, do not involve work on matters related to any product or service being developed, manufactured, marketed, distributed or planned in writing by the Field (other Company at the time of termination of Employee’s employment with the Company. The Employee’s ownership of no more than as a shareholder of less than 25% of the outstanding voting stock of a publicly- publicly traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval company shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be constitute a violation of this paragraph; provided that such existing obligations do Section 5(b). The Employee is entering into this covenant not materially change to compete in either time commitments or scope. (b) During consideration of the term additional agreements of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of Company in this Agreement, Consultant will including but not solicit, entice, persuade or induce any individual who is then, or has been within limited to the preceding six-month period, an employee or consultant rights of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, Employee set forth in Sections 4(d) and the Consultant 4(e). The Restricted Period shall not approach any such employee or consultant be tolled for any such purpose or authorize or knowingly approve period of time during which the taking Employee is in breach of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is obligations under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby5(b). (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) During the term of this Agreement and for For a period of one five (15) year commencing on years after the expiration Closing Date (the "Non-Competition Period"), such Shareholder shall not, directly or termination indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (if earlieri.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, Consultant agrees that he/she will not perform consulting the term "participate" includes any direct or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity indirect interest in any other business entity in enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the Field (other than as a shareholder term "participate" shall not include ownership of less than 25% of the stock of a publicly- publicly-held corporation whose stock is traded corporation, provided that Consultant exercise no operational on a national securities exchange or strategic control over such corporation) unless Consultant obtains prior written approval from in the Chief Executive Officer over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopedate hereof. (b) During the term Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement and for a period or through the fault of one such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (1ii) year commencing on is required to be disclosed by law or government order (but only to the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is thenextent so required), or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed (iii) is used by or enter into contractual relations with such Shareholder in any other individual or entity, and lines of business (but only to the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companyextent so used). (c) Since During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 7 could not adequately 8, money damages would be compensated by money damages, inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall be entitledhave the right, in addition to any other right rights and remedy available to itremedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an injunction restraining action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that violation by such Shareholder of any of the provisions of this Section 7 are necessary and reasonable to protect 8 the Company in running of the conduct Non-Competition Period (but not of its business. If any restriction contained in such Shareholder's obligations under this Section 7 8) shall be deemed tolled with respect to be invalid, illegal, such Shareholder during the continuance of any actual breach or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyviolation. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During The Employee agrees that, except as otherwise provided herein, during the term of this Agreement Employment and for a period of one two years after the applicable Termination Date Employee will not directly or indirectly, whether or not for compensation and whether or not as an employee, be engaged in or have any impermissible financial interest in any business that is engaged in the merchandising, manufacturing, distribution or marketing of men's casual pants, shorts and jeans (1) year commencing on the expiration or termination (if earlier) a "competing business"). For purpose of this Agreement, Consultant agrees that he/she will the Employee shall not perform consulting be deemed to be engaged in a competing business if Employee is employed by a division or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant subsidiary or otherwise) for any other commercial entity similar business unit of a company or found or otherwise hold an equity interest in any other business entity in that would otherwise be deemed a competing business so long as the Field (other than division, subsidiary or similar business unit by which the Employee is employed is accounted for as a shareholder of less than 2% of the stock of separate profit center and does not engage in a publicly- traded corporationcompeting business, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Companyand Employee's ownership interest, which approval shall if any, is not be unreasonably withheld or delayedan impermissible financial interest. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) purposes of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 Employee shall be deemed to be invalidengaged in a competing business if Employee is an employee, illegalofficer, director, partner or unenforceable by reason consultant of the extent, duration, such competing business or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration has an impermissible financial interest therein. For purposes of this Agreement, the Employee shall be deemed to have an impermissible financial interest in competing business if Employee is a partner or shareholder directly or indirectly, therein, except as provided hereafter. Employee shall not be deemed to have an impermissible financial interest in any competing publicly traded or privately held business so long as Employee owns less than five percent (5%) of any class of securities of such publicly traded or privately held company and is not an officer, director, partner, employee or consultant thereto, except as to holding an office or being an employee, as otherwise provided in the "employed by a division . . ."

Non-Competition. (aA) During the term period in which the Project Entity is a licensee of this Agreement and for a period WCCI, without the prior written consent of one (1) year commencing on the expiration NYBE, WCCI shall not directly or termination (if earlier) of this Agreementindirectly own, Consultant agrees that he/she will not perform consulting operate, develop, construct, manage or research services participate in the Field (as 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 Schedule ASection 3,10(A) which competes with 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 Company (as an employee, consultant or otherwisefollowing exceptions: i) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval Such restrictions shall not be unreasonably withheld considered violated by reason of WCCI owning and/or constructing any restaurant engaged in the sale of bagels or delayed. For avoidance of doubtbagel related products, located outside the Consultant’s existing obligations to perform consulting and research services for any other person or entity Territory; ii) Such restrictions shall not be considered violated by reason of WCCI owning less than a violation five percent (5%) interest in a legal entity that owns, develops, constructs, operates or manages any restaurant engaged in the sale of this paragraph; provided that such existing obligations do not materially change in either time commitments bagels or scope.bagel related products; (bE) During the term 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, construction, operation or management of 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 circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the parties. In the event that any provision of this Agreement and for a period Section 3.10 is determined to be invalid by any arbitrator or court of one (1) year commencing on competent jurisdiction, the expiration or termination (if earlier) provisions of this AgreementSection 3.10 shall be deemed to have been amended end the parties agree to execute any documents and take whatever action is necessary to evidence such amendment, Consultant will not solicit, entice, persuade so as to eliminate or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach modify any such employee or consultant 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 other party and/or a Project Entity if the other party breaches any covenant contained in this Section 3.10 and that the remedy at law for any such purpose or authorize or knowingly approve the taking breach of any such actions by covenant will be inadequate. Therefore, if any other individual or entity. The term “affiliate” party shall mean engage in any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control act in violation of the Company. (c) Since a breach any of the provisions of this Section 7 could not adequately be compensated by money damages3.10, the Company other party shall be entitled, in addition to any such other right remedies and remedy damages as may be available to iteither or both of them at law or under this Agreement, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that injunctive relief to enforce the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby3.10. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. The Employee acknowledges and recognizes the highly competitive nature of the businesses of the Firm. The Employee further acknowledges that the Employee has been and shall be provided with access to sensitive and proprietary information about the clients, prospective clients, knowledge capital and business practices of the Firm, and has been and shall be provided with the opportunity to develop relationships with clients, prospective clients, consultants, employees, representatives and other agents of the Firm, and the Employee further acknowledges that such proprietary information and relationships are extremely valuable assets in which the Firm has invested and shall continue to invest substantial time, effort and expense. The Employee agrees that while employed by the Firm and thereafter until (ai) During three months after the term Employee’s date of this Agreement Termination of Employment for any reason other than a termination by the Firm without Cause or (ii) one month after the date of the Employee’s Termination of Employment by the Firm without Cause (in either case, the date of such Termination of Employment, the “Date of Termination,” and for a period of one (1) year commencing such period, the “Noncompete Restriction Period”), the Employee shall not, directly or indirectly, on the expiration Employee’s behalf or termination (if earlier) on behalf of any other person, firm, corporation, association or other entity, as an employee, director, advisor, partner, consultant or otherwise, provide services or perform activities for, or acquire or maintain any ownership interest in, a “Competitive Enterprise.” For purposes of this Agreement, Consultant agrees “Competitive Enterprise” shall mean a business (or business unit) that he/she will not perform consulting (x) engages in any activity or research services in the Field (as set forth in Schedule Ay) which competes with the Company (as an employee, consultant owns or otherwise) for any other commercial entity or found or otherwise hold an equity controls a significant interest in any entity that engages in any activity, that in either case, competes anywhere with any activity that is similar to an activity in which the Firm is engaged up to and including the Employee’s Date of Termination. Notwithstanding anything in this Appendix, the Employee shall not be considered to be in violation of this Appendix solely by reason of owning, directly or indirectly, any stock or other business entity securities of a Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in any such Competitive Enterprise) if the Field (other than as a shareholder of less than 2Employee’s interest does not exceed 5% of the outstanding capital stock of such Competitive Enterprise (or comparable interest, including a publicly- traded corporationvoting or profit participation interest, provided that Consultant exercise no operational or strategic control over in such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entityCompetitive Enterprise). The term “affiliate” shall mean any person or entity Employee acknowledges that directly, or indirectly through one or more intermediaries, the Firm is controlled or is controlled by, or is under common control of engaged in business throughout the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breachworld. Accordingly, and in either case no bond or other security shall be required in connection therewith. Consultant view of the nature of the Employee’s position and responsibilities, the Employee agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 Paragraph (b) shall be deemed applicable to each jurisdiction, foreign country, state, possession or territory in which the Firm may be invalid, illegal, or unenforceable by reason of engaged in business while the extent, duration, or geographical scope thereof, or otherwise, then Employee is providing services to the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyFirm. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement Employee agrees that during Employee's employment with Employer, and for a the period of one (1) year time commencing with the Termination Date and ending on the expiration or termination last day in respect of which Employee is entitled to severance pay (if earlier) of this Agreementor, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with case of termination for cause or resignation, ending on the Company (six month anniversary of the Termination Date), Employee shall not, directly or indirectly, for his own account or as an employee, consultant officer, director, partner, joint venturer, shareholder, investor or otherwise) for any other commercial entity or found or otherwise hold an equity interest , within the United States of America (Employer's distribution and sales region), either engage in any other phase of any business entity or enterprise similar to that of Employer or in competition with Employer or compete with Employer in any Direct Response related business in which Employer is currently engaged or which it is currently actively developing or which it shall have developed as of the Termination Date; PROVIDED, HOWEVER, that nothing in this Section 8.1(a) shall be construed to prevent the Employee from making any investments in the Field securities of any business enterprise whether or not engaged in competition with the Employer or any of its Subsidiaries or Affiliates, to the extent that such securities are actively traded on a national securities exchange or the NASDAQ system in the United States or on any foreign exchange and represent, at the time of acquisition, not more than five percent (other than as a shareholder of less than 2% 5%) of the stock aggregate equity of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopebusiness enterprise. (b) During Employee agrees that during the term of this Agreement and for a period of one (1) year commencing on his employment with Employer, Employee shall not, directly or indirectly, employ or solicit the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company engagement by himself or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking others of any such actions by employees of Employer or of any other individual independent contractors or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companysuppliers servicing Employer. (c) Since Employee agrees that for a breach period of twelve (12) months immediately following the provisions termination of his employment with Employer, Employee shall not, directly or indirectly, employ or solicit the employment or engagement by himself or others of any employees of Employer or of any independent contractors or suppliers servicing Employer; PROVIDED, HOWEVER, that this Section 7 could not adequately be compensated by money damages, 8.1.(c) shall apply only with respect to such employment or solicitation of employment in a business or venture related to the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyDirect Response industry. (d) The provisions existence of any claim or cause of action by Employee against Employer shall not constitute a defense to the enforcement by Employer of the covenants contained in this Section 7 section, but such claim or cause of action shall survive any termination or expiration of this Agreementbe litigated separately.

Non-Competition. (a) During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (1a) year commencing on Officer shall not, without the expiration prior written consent of Corporation, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes own, manage, operate, control, be connected with the Company (as an officer, employee, partner, consultant or otherwise) for any other commercial entity or found , or otherwise hold an equity interest engage or participate in any corporation or other business entity engaged in the Field (other than as business of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a shareholder limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a publicly- competitive business which is regularly traded corporation, provided that Consultant exercise no operational on a national securities exchange or strategic control over such corporation) unless Consultant obtains prior written approval from in the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity over-the-counter market shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopethe foregoing covenant. (b) During Simultaneously with the term Effective Date and upon each anniversary of this Agreement the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and for a period extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $500,000 in value or any holdings of publicly traded securities which are not in excess of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant percent of the Company or any outstanding class of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companysecurities. (c) Since a breach Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the provisions geographical location of this Section 7 could not adequately be compensated by money damagessuch customer, the Company client, tenant or account, nor shall be entitledOfficer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in addition any business similar to any other right or in competition with that of Corporation. Officer hereby acknowledges and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained set forth in this Section 7 shall be deemed 5 constitute a reasonable restriction on his ability to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right compete with Corporation and will not adversely affect his ability to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyearn income sufficient to support himself and/or his family. (d) The provisions parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this Section 7 covenant are unenforceable, such determination shall survive any termination or expiration not render the entire covenant unenforceable. Rather, the excessive aspects of this Agreementthe covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Executive, during the Employment Term and for the twelve (a12) During month period beginning on the term last day of Executive’s employment with the Company, for any reason or no reason and whether employment is terminated at the option of Executive or the Company, Executive agrees and covenants not to engage in Prohibited Activity within any state or jurisdiction in which the Company or its subsidiaries then operate, have operated at any time during the Employment Term or demonstrably propose or intend to operate (the “Restricted Territory”). For purposes of this Agreement and for a period of one (1) year commencing on the expiration Section 8, “Prohibited Activity” is activity in which Executive contributes his knowledge, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting in whole or research services in the Field (as set forth in Schedule A) which competes with the Company (part, as an employee, consultant employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or otherwise) for any other commercial similar capacity to an entity or found or otherwise hold an equity interest in any other business entity engaged in the Field (other than same or similar business as a shareholder the Company, including those engaged in the business of food delivery. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information, or Confidential Information. The Company regards the following as its primary, but not exclusive, competitors engaged in the business of food delivery: Ubereats, Postmates, GrubHub and DoorDash. Nothing herein shall prohibit Executive from purchasing or owning less than 2% five percent (5%) of the stock publicly traded securities of a publicly- traded any corporation, provided that Consultant exercise no operational such ownership represents a passive investment and that Executive is not a controlling person of, or strategic control over a member of a group that controls, such corporation) unless Consultant obtains prior written approval . This Section 8 does not, in any way, restrict or impede Executive from exercising protected rights to the Chief Executive Officer of the Company, which approval shall extent that such rights cannot be unreasonably withheld waived by agreement or delayed. For avoidance from complying with any applicable law or regulation or a valid order of doubta court of competent jurisdiction or an authorized government agency, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do compliance does not materially change in either time commitments or scope. (b) During exceed that required by the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreementlaw, Consultant will not solicit, entice, persuade or induce any individual who is thenregulation, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant order. Executive shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking promptly provide written notice of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of order to the CompanyBoard. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. For a two year period following the Closing Date, Seller covenants and agrees with Buyer that it shall not engage in, and shall cause its employees, officers, directors and Affiliates not to engage in the business of originating retail first mortgage loans from borrowers located in the states or other jurisdictions in which the Origination Premises are located (with the exception of the State of Texas), including but not limited to serving as an officer, director, proprietor, employee, agent, consultant, partner, shareholder or investor (other than (i) as a passive investor with less than five percent (5%) of the outstanding capital stock of a publicly traded corporation). Seller further covenants and agrees with Buyer that during the two year period following the Closing Date, Seller will not, and shall cause its employees, officers, directors and Affiliates not to employ any Employee except with the express written permission of Buyer. The prior paragraph shall not limit Seller, its employees, officers, directors and Affiliates from during such two year period (a) During conducting any of the term of this Agreement and for a period of one (1) year commencing wholesale or correspondent mortgage origination business which Seller conducts on the expiration or termination (if earlier) of this Agreementdate hereof and which Buyer is not conducting at any time during such two year period, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreementengaging in activities related to Pipeline Mortgage Loans, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since performing administrative duties relating to Mortgage Loans under agreements that provide for payment to Seller or the Subsidiary of a breach of the provisions of this Section 7 could not adequately be compensated by money damagesservicing or subservicing fee, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions purchasing, selling or securitizing mortgage loans, (iv) telemarketing of this Section 7 shall survive any termination mortgage loan originations, (e) originating "B&C" mortgage loans, (vi) refinancing of mortgage loans currently serviced by Seller or expiration of this Agreementthe Subsidiary, or (vii) originating home equity loans.

Non-Competition. In consideration of the Agreement hereby entered into, each of the Sellers hereby covenants and agrees that, during the Non-Competition Period, they shall not and shall procure that none of their Affiliates shall, directly or indirectly: (i) carry on, be engaged in or have an ownership interest in any Person that carries on or is engaged in the Business within the Restricted Territories; provided, however, that notwithstanding the foregoing, each of the Sellers may own securities in any Person engaged in the Business that is a publicly held corporation, but only to the extent that such Seller does not own, of record or beneficially, more than 3% (three percent) of the outstanding equity securities of any such Person, or (ii) solicit, knowingly encourage or attempt to solicit or knowingly encourage any person employed in a managerial, supervisory, technical or sales capacity by the Company or its Subsidiaries immediately prior to the Closing (the “Restricted Employees”) to leave the employment of the Company or its Subsidiaries (whether or not such Restricted Employee would commit a breach of contract by reason of leaving such employment or engagement); provided, however, nothing in this Clause 10 shall prohibit a Seller from seeking to employ any Person by means of general advertising that is not specifically directed towards the Restricted Employees; provided further, however, that no Seller shall, during the Non-Competition Period, employ: (a) During a senior employee who is a Restricted Employee for a period of three (3) years following the term termination of this Agreement and such employee’s employment with the Company or its Subsidiaries or (b) any other Restricted Employee for a period of one (1) year commencing on the expiration or following termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes such employee’s employment with the Company (as an employeeor its Subsidiaries, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope.or (biii) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade knowingly encourage or induce attempt to solicit or knowingly encourage any individual who is then, or has been within the preceding six-month period, an employee or consultant customer of the Company or any of its subsidiaries or affiliates Subsidiaries immediately prior to the Closing (the “Restricted Customers”) to terminate his/her employment its relationship or consulting relationship business dealings with the Company or any of its subsidiaries Subsidiaries (whether or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since Restricted Customer would commit a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable contract by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebythis termination). (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Executive covenants and agrees with the term of this Agreement Company that so long as he is employed by the Company and for a period of one the longer of (1i) year commencing on the expiration twelve (12) months after termination of Executive's employment for any reason or (ii) during which any payments are made to Executive or for his benefit following termination (if earlier) of his employment pursuant to Section 4 of this Agreement, Consultant agrees that he/she Executive will not perform consulting engage or research services in the Field (participate, directly or indirectly, as set forth in Schedule A) which competes with the Company (as an principal, agent, employee, consultant employer, consultant, advisor, sole proprietor, stockholder, partner, independent contractor, trustee, joint venturer or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity individual or representative capacity whatever, in the Field conduct or management of, or own any stock or other proprietary interest in, or debt of, any business organization, person, firm, partnership, association, corporation, enterprise or other entity that shall be engaged in any business (other than as whether in operation or in the planning, research or development stage) that is a shareholder of less than 2% Competitive Business anywhere in the Restricted Territory, unless Executive shall obtain the prior written consent of the Board, given in its sole discretion, which consent shall make express reference to this Agreement. Notwithstanding the foregoing, Executive may make passive investments in any company whose stock of is listed on a publicly- national securities exchange or traded corporationin the over-the-counter market so long as he does not come to own, provided that Consultant exercise no operational directly or strategic control over such corporationindirectly, more than five percent (5%) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayedequity securities of such company. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) purposes of this Agreement, Consultant will not solicit, entice, persuade a business shall be considered a "Competitive Business" if it involves or induce relates to (i) any individual who is then, or has been within the preceding six-month period, an employee or consultant of business in which the Company is actively engaged on the date of termination or any business in which during the twelve (12) months immediately preceding the date of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with termination the Company actively contemplated engaging (as evidenced by inclusion in a written business plan or proposal) or (ii) any business in which an Affiliate is actively engaged on the date of termination or any business in which during the twelve (12) months immediately preceding the date of its subsidiaries termination an Affiliate actively contemplated engaging (as evidenced by inclusion in a written business plan or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entityproposal). The term “affiliate” "Restricted Territory" shall mean any person each and every county, province, state, city or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control other political subdivision of the CompanyUnited States. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement Term and for a period of one thirty-six (136) year commencing on months following the expiration end of the Term (the “Restricted Period”), the Executive shall not, directly or termination indirectly, unless otherwise approved by the Company’s Board of Directors (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest including in any other business entity in such approval the Field (other than as a shareholder of less than 2% of the stock affirmative vote or consent of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer majority of the Company’s independent directors): a. in any manner whatsoever engage in any capacity in any business competitive with the Company's current lines of business (which comprise the design, which approval shall not development, marketing, sale, production and distribution of women’s apparel) or any business currently proposed to be unreasonably withheld engaged in by the Company, any of its subsidiaries (including the Company) or delayed. For avoidance of doubtby any Company-controlled affiliates, with business currently proposed to be engaged in determined by reference to those future business developments described in the Dynasty Energy Resources, Inc. offering disclosure materials to investors in its private placement consummated concurrently with the reverse merger transaction between the Company and Dynasty Energy Resources, Inc. (collectively, the Consultant“Company's Business”) for the Executive’s existing obligations to perform consulting and research services own personal benefit or for the benefit of any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of other than the Company or any of its subsidiaries subsidiary or affiliates to terminate his/her employment Company-controlled affiliate; or b. have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or consulting relationship otherwise in any business competitive with the Company Company's Business; provided, however, that: (i) the Executive may hold, directly or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entityindirectly, solely as an investment, and with now role in operations or management, not more than five percent (5%) of the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking outstanding securities of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity notwithstanding the fact that directlysuch person or entity is engaged in a business competitive with the Company's Business; and (ii) family relatives of the Executive may own, control and manage the business of the company without such activities being attributed to the Executive, provided the Executive is at all time in compliance with the terms and conditions of the Non-Competition Agreement between it and the Company. In addition, during the Restricted Period, the Executive shall not publicize, market or otherwise associate himself and/or his name, or indirectly through one any derivative of his name, whether in Chinese or more intermediariesEnglish, is controlled in connection with the development or is controlled bymarketing of any any trademarks, designs or is under common control of any other property for use in the Company's Business on behalf of any person or entity other than the Company, its subsidiaries and Company-controlled affiliates. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During The Executive covenants and agrees that, during the term of this Agreement Executive’s employment hereunder and for a period of one twenty-four (124) year commencing months thereafter (to the extent permitted by law), the Executive will not at any time, in the United States or any other jurisdiction in which the Company, the University or their corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, partner, agent, or otherwise, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the University or any of their corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Company, the University or any of their corporate controlled affiliates, or is otherwise competitive with the Company, the University’s or any of their affiliates’ products or services; provided, however, that the foregoing will not prohibit the Executive from (i) serving on the expiration Board of Directors (or termination (if earliercomparable bodies) of this Agreementother entities where the Company or the University has given prior permission, Consultant agrees that he/she will not perform consulting or research services in (ii) after the Field occurrence of both a Change of Control (as set forth defined in Schedule Section 12) and the termination of the Executive’s employment, being employed by (A) which competes with a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the Company Executive is not predominantly engaged in supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as an employeea faculty member, consultant “scholar in residence” or otherwise) for any other commercial entity or found or otherwise hold an equity interest similar academic position, provided, that the Executive does not engage in any other business entity in the Field (administrative matters, other than as to a shareholder de minimis extent. Notwithstanding the foregoing, the ownership by the Executive of less than 2% five percent (5%) of the outstanding stock of any corporation listed on a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval national securities exchange shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be deemed a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopeSection 9(a). (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. Executive covenants and agrees that: --------------- (a) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will he shall not perform consulting without the prior written consent of the Corporation, directly or research services indirectly, as an Executive, employer, agent, principal, proprietor, partner, stockholder, consultant, director, or corporate officer, engage in any business engaged in the Field high- speed, transaction based electronic data transportation and delivery business (as set forth the "Competitive Business") or render any services to any business that is engaged in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopeCompetitive Business. (b) During the term of this Agreement and for For a period of one two years (the "Non-Competition Period") after Executive has ceased to be employed by the Corporation or any subsidiary of the Corporation, Executive shall not without the prior written consent of the Corporation: (1) year commencing on the expiration directly or termination indirectly engage in, or (if earlier2) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become be employed by any person, firm, partnership, association, corporation or enter into contractual relations with any other individual business organization, entity or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity enterprise that directly, or indirectly through one or more intermediaries, is controlled or is controlled byis, or is under common control about to become, directly or indirectly engaged in, any Competitive Business. For purposes hereof, "Competitive Business" shall mean engaging or having a material interest, directly or indirectly as owner, employee, officer, director, partner, venturer or stockholder, capital investor, consultant, agent, principal advisor or otherwise, either alone or in association with others, in the operation of a high speed, transaction based, electronic data transportation and delivery business; provided, however, that the restrictions contained in this Subparagraph (b) shall not apply to any business that does not meet both of the Companyfollowing requirements: (1) the Corporation or a subsidiary of the Corporation shall have operated such business, or had such business in the planning or development stage therein, during the 120-day period immediately prior to Executive's ceasing to be employed by the Corporation or any subsidiary of the Corporation, and (2) Executive, during such period, shall have had substantial planning development, administrative or operational responsibilities for such business of the corporation or such subsidiary of the Corporation in such area. (c) Since a breach Executive shall not during the Non-Competition Period (i) solicit any employee of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, Corporation to engage in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegalCompetitive Business, or unenforceable by reason (ii) personally solicit customers of the extent, duration, or geographical scope thereof, or otherwise, then Corporation in a manner which is competitive with the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyCorporation. (d) The If the scope of any restrictions contained in Subparagraphs 6(a), (b) or (c) hereof are too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictions. Ownership of less than five (5%) percent of the outstanding stock of a corporation traded on a national securities exchange shall not be deemed to breach or conflict with the provisions of Subparagraphs (a) or (b) of this Section 7 shall survive any termination or expiration of this Agreement6.

Non-Competition. (a) During Notwithstanding any written agreement to the term of this Agreement and for a period of one contrary, during the Restricted Term (1) year commencing on the expiration or termination (if earlier) of this Agreementas defined below), Consultant Equityholder agrees that he/she will Equityholder shall not perform consulting act directly or research services indirectly in the Field any capacity (as set forth in Schedule A) which competes with the Company (whether as an employee, consultant agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, manager, owner, financier, joint venturer or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity a Restricted Business in the Field (Restricted Territory other than as Buyer or an Affiliate of Buyer, or permit his/her name to be used in connection with a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopeRestricted Business. (b) During Notwithstanding Section 2(a) above, Equityholder may own, directly or indirectly (through a mutual fund or partnership that Equityholder does not have the term of this Agreement and for a period of one power or ability to make investment decisions on behalf of) up to five percent (1) year commencing on the expiration or termination (if earlier5%) of this Agreementany class of securities of any company, Consultant will not solicitenterprise or entity conducting Restricted Business in the Restricted Territory (but without otherwise participating in the activities of such company, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual enterprise or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company). (c) Since The term of this non-competition provision shall 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 greatest extent (but to no greater extent), as to time, geography, and scope, as is permitted by the law of 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 a breach of the provisions this Agreement is alleged to have occurred or to be threatened) which best gives them effect. If any court of this Section 7 could not adequately be compensated by money damages, the Company competent jurisdiction shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees determine that the provisions of this Section 7 are necessary and reasonable to protect 2 exceed the Company in time, geographic or scope limitations permitted by applicable laws, then such provisions shall nevertheless be enforceable by such court against the conduct of its business. If any restriction contained in this Section 7 shall Equityholder upon such shorter term, or within such lesser geographic area or scope, as may be deemed determined by such court to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, reasonable and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyenforceable. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Employer and Employee recognize that Employee has been retained to occupy a position that constitutes part of the term professional, management and executive staff of this Agreement Employer, whose duties will include the formulation and execution of management policy. Employee, for and in consideration of the payments, rights and benefits provided herein, agrees that so long as he is employed by Employer and, if Employer terminates his employment for Cause or if Employee voluntarily terminates his employment with Employer, for a period of one (1) year commencing on the expiration thereafter, Employee shall not (i) work, (ii) assist, (iii) own any interest, directly or termination indirectly and whether individually or as a joint venturer, partner, member, officer, director, shareholder, consultant, employee or otherwise, in or (if earlieriv) of this Agreementmake a financial investment, Consultant agrees that he/she will not perform consulting or research services whether in the Field (as set forth form of equity or debt, in Schedule A) which competes any business that is directly or substantially competitive with the Company (as an employeeBusiness in the United States, consultant Latin America or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity market in which Employer is conducting the Field (other than as a shareholder of less than 2% of Business at the stock of a publicly- traded corporationtime Employee's employment with Employer is terminated, provided that Consultant exercise no operational with respect to Employer's clients or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopecustomers. (b) During Notwithstanding the term foregoing, nothing herein shall prohibit Employee from holding five percent (5%) or less of this Agreement any class of voting securities of any entity whose equity securities are listed on a national securities exchange or regularly traded in the over-the-counter market and for a period which quotations are readily available on the National Association of Securities Dealers Automated Quotation system. (c) Upon the termination of Employee's employment with Employer, and for one (1) year commencing on the expiration or termination (if earlier) thereafter, Employee shall immediately notify Employer of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her each employment or consulting agency relationship entered into by Employee, and each corporation, proprietorship or other entity formed or used by Employee, the business of which is directly or indirectly, similar to or in competition with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entityBusiness. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company 10 shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions survive termination of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If Agreement for any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyreason. (d) The provisions Employee agrees that the restrictions contained in this Section 10 are reasonable as to time and geographic scope because of the nature of the Business and Employee agrees, in particular, that the geographic scope of this restriction is reasonable because companies in the same industry as the Business, compete on a nationwide basis. Employee acknowledges that Employer is in direct competition with all other companies that provide services and products similar to Employer's products and services throughout the United States, Latin America and other markets in which Employer may be conducting the Business at the time Employee's employment with Employer is terminated, and because of the nature of the Business, Employee agrees that the covenants contained in this Section 7 shall survive 10 cannot reasonably be limited to any termination or expiration of this Agreementsmaller geographic area.

Non-Competition. (a) During 11.1 The Employee agrees that following the term termination of this Agreement his employment with the Company for any reason, he shall not, within Canada, the United States of America and the countries comprising the European Economic Union, for a period of one twelve (112) year commencing on months from the expiration or date of such termination (if earlierwithout the prior written consent of the Company) either individually or in partnership, or in conjunction with any person or persons, firm, association, syndicate, company or corporation as principal, agent, director, officer, employee, consultant, investor or in any other manner whatsoever carry on or be engaged in or be concerned with or interested in, or 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 person or persons, firm, association, syndicate, company or corporation, engaged in or concerned with any business that is engaged in the field of Pulmonary Fibrosis therapy research and development. 11.2 The Employee acknowledges that a breach by the Employee of any of the covenants contained in section 1.4 and section 11 herein shall result in damages to the Company and that the Company could not be adequately compensated for such damages by a monetary award. Accordingly, in the event of any such breach, in addition to all other remedies available to the Company at law or in equity, the Company shall be entitled as a matter of right to apply to a Court of competent jurisdiction for such relief by way of restraining order, temporary or permanent injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement, Consultant . 11.3 The Employee agrees that he/she will not perform consulting all documents, copies, records and other materials made or research services received by the Employee and which are in his possession or under his control that pertain to the Field (as set forth in Schedule A) which competes with business and affairs of the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in are the Field (other than as a shareholder of less than 2% property of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from Company and shall be returned to the Chief Executive Officer of Company by the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, Employee forthwith upon the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term termination of this Agreement and for a period of one (1) year commencing on or at any time during the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within term hereof immediately upon the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control request of the Company. (c) Since a breach of 11.4 The Employee hereby agrees that all restrictions in this Agreement are reasonable and valid and all defenses to the strict enforcement thereof by the Company are hereby waived by the Employee and that provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 section 11 shall survive any the termination or expiration of this Agreement.

Non-Competition. (a) During Because of the Company Group’s legitimate business interest as described herein and the good and valuable consideration offered to the Optionee, during the term of this Agreement employment and for a period of the one (1) year commencing year, to run consecutively, beginning on the expiration last day of the Optionee’s employment with the Company, for any reason or termination no reason and whether employment is terminated at the option of the Optionee or the Company, the Optionee agrees and covenants not to engage in Prohibited Activity within (if earliera) 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 AgreementSection 2, Consultant agrees that he/she will not perform consulting “Prohibited Activity” is activity in which the Optionee contributes his or research services her knowledge, directly or indirectly, in the Field (as set forth whole or in Schedule A) which competes with the Company (part, as an employee, consultant employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or otherwise) for any other commercial similar capacity to an entity or found or otherwise hold an equity interest in any other business entity engaged in the Field (other than same or similar business as a shareholder 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 2% five percent (5%) of the stock publicly traded securities of a publicly- traded any corporation, provided that Consultant exercise no operational such ownership represents a passive investment and that the Optionee is not a controlling person of, or strategic control over a member of a group that controls, such corporation) unless Consultant obtains prior written approval . This Exhibit B does not, in any way, restrict or impede the Optionee from exercising protected rights to the Chief Executive Officer of the Company, which approval shall extent that such rights cannot be unreasonably withheld waived by agreement or delayed. For avoidance from complying with any applicable law or regulation or a valid order of doubta court of competent jurisdiction or an authorized government agency, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do compliance does not materially change in either time commitments or scope. (b) During exceed that required by the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreementlaw, Consultant will not solicit, entice, persuade or induce any individual who is thenregulation, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant order. The Optionee shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking promptly provide written notice of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of order to the CompanyCEO. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Because of the term of this Agreement Company’s legitimate business interests as described herein and the good and valuable consideration offered to the Executive, during the Employment Term and for a twelve (12)-month period of one (1) year commencing beginning on the expiration or termination (if earlier) last day of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes Executive’s employment with the Company (the “Non-Competition Period”), for any reason or no reason and whether employment is terminated at the option of the Executive or the Company, the Executive agrees and covenants not to engage in Prohibited Activity within the United States. For purposes of this Section 7, “Prohibited Activity” is activity in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as an employee, consultant employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern or otherwise) for any other commercial similar capacity to an entity or found or otherwise hold an equity interest in any other business entity engaged in the Field (other than same or similar business as a shareholder the Company, including those engaged in the business of researching, developing or commercializing any products or services relating to medical devices that aid in human respiration, including medical devices that provide or facilitate drug delivery through the respiratory system and medical devices that monitor the respiratory system. 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 Executive from purchasing or owning less than two percent (2% %) of the stock publicly traded securities of a publicly- traded any corporation, provided that Consultant exercise no operational such ownership represents a passive investment and that the Executive is not a controlling person of, or strategic control over a member of a group that controls, such corporation) unless Consultant obtains prior written approval . This Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the Chief Executive Officer of the Company, which approval shall extent that such rights cannot be unreasonably withheld waived by agreement or delayed. For avoidance from complying with any applicable law or regulation or a valid order of doubta court of competent jurisdiction or an authorized government agency, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do compliance does not materially change in either time commitments exceed that required by the law, regulation or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant order. The Executive shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking promptly provide written notice of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control order to the Chairman of the CompanyBoard. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for Restricted Period, the Executive shall not, without the Company’s prior written consent, whether individually, as a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreementdirector, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an manager, member, stockholder, partner, owner, employee, consultant or otherwise) for agent of any other commercial entity business, or found or otherwise hold an equity interest in any other capacity, other than on behalf of a Protected Party, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business entity organization), or otherwise engage in the Field business of providing financial products or services to ▇▇▇▇-▇▇▇▇▇▇▇ employee benefit plans, labor unions, employee benefit plans associated with labor unions in any manner, or other entities associated or affiliated with labor unions (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (a) owning for passive investment purposes not intended to circumvent this Agreement, less than 1 percent (1%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership) or (b) being employed by or otherwise associated with (including as a shareholder director) an organization or entity of less than 2% which a subsidiary, division, segment, unit, etc. is engaged in the Business (a “Competing Division”), including in a position to which employees of the stock of a publicly- traded corporationCompeting Division report, directly or indirectly, provided that Consultant exercise the Executive has no operational or strategic control over direct responsibilities with such corporation) unless Consultant obtains prior written approval from Competing Division other than having general responsibility for the Chief Executive Officer operation of the Company, which approval shall not be unreasonably withheld or delayedsuch Competing Division. For the avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person Executive may be an officer of a bank or entity shall not be investment advisor or a violation of this paragraph; union or related organization that engages in the Business, provided that such existing obligations do the Executive is not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is thendirectly employed in, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damagesworking in, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyCompeting Division. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During The Executive agrees that his services hereunder are of a special character, and his position with the term Company places him in a position of this Agreement confidence and trust with the customers and employees of the Company. The Executive and the Company agree that in the course of employment hereunder, the Executive has and will continue to develop a personal acquaintanceship and relationship with the Company's customers, and a knowledge of those customers' affairs and requirements which may constitute the Company's primary or only contact with such customers. The Executive consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that the Executive make the covenants contained herein. Accordingly, the Executive agrees that while he is in the Company's employ and for a period of one (1) year commencing on 2 years thereafter the expiration or termination (if earlier) of this AgreementExecutive will not, Consultant agrees that he/she will not perform consulting or research services in without the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer consent of the Company, either directly or indirectly, or in any capacity whether as a promoter proprietor, partner, joint venturer, employee, agent, consultant, director, officer, manager, shareholder (except as a shareholder holding less than Five Percent (5%) of a publicly traded company's issued and outstanding capital stock, or otherwise) work for, act as a consultant to or own any interest in any direct competitor of the Company which approval shall not be unreasonably withheld operates in or delayedprovides services essentially the same as the Company. For avoidance purposes hereof a Direct Competitor is a business, or a division of doubta business, which is engaged in providing discount dining or restaurant services, whether through use of barter, trade credits, scrip or similar items or printing, selling, distributing or soliciting of a charge card for discount services and activities or promoting a charge card or providing services the Consultant’s existing obligations same as or similar to perform consulting and research services for any other person that sold or entity shall not be a violation of this paragraph; provided offered by the Company or Network. The Executive further agrees that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant he will not solicit, entice, persuade induce or induce persuade, either directly or indirectly, any individual who is then, or has been within the preceding six-month period, an employee or consultant customer of the Company to alter, terminate or refrain from extending or renewing any of its subsidiaries contractual or affiliates to terminate his/her employment or consulting other relationship with the Company Company, or commence a similar or substantially similar relationship with the Executive or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control direct competitor of the Company. (cb) Since a breach As used in this paragraph 10, the term "Company" and "Network" shall include subsidiaries of the provisions of this Section 7 could not adequately be compensated by money damagesCompany and Network, the Company term "customer" shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebymean. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. As material consideration for the Surviving Corporation's performance of its obligations under and as provided for in the Merger Agreement, for all benefits to be conferred on the Executive and his affiliates pursuant to and in connection with the transactions contemplated by the Merger Agreement, and in order to protect the confidential information of the Company and the Surviving Corporation, Executive covenants and agrees, for the benefit of the Surviving Corporation and each subsidiary of the Surviving Corporation, that for three years after the Effective Date the Executive shall not, directly or indirectly, do any of the following: (a) During engage in any rental purchase, rental or rent-to-own business or any related business activities that are competitive with the current rental purchase, rental, rent-to-own and related business of the Company or of the Surviving Corporation in the states, or otherwise within a twenty- five mile radius of any store location, at which the Surviving Corporation conducts or at which, immediately prior to the Merger, the Company conducted its rental purchase, rental, rent-to-own and related business all of which states and locations are set forth on Exhibit A attached hereto [TO BE ATTACHED AT SIGNING]. As used herein, the term "engage in any business" shall mean and be deemed to include, but not be limited to: (i) directly engaging in a business; or (ii) carrying on a business through: (a) a general or limited or partnership in which Executive is a general or limited partner; (b) any joint venture in which Executive is an owner; or (c) any corporation in which Executive is an officer, director, employee, shareholder, option holder or consultant. Notwithstanding the foregoing, the Executive shall be entitled (A) to own Rent-Way Common Stock, including RWI Shares received in connection with the Merger and (B) to purchase or own, solely as a passive investment, up to two percent (2%) of this Agreement the issued and for outstanding shares of any securities of any corporation the shares of common stock of which are traded on a period of one (1) year commencing national securities exchange or on the expiration or termination (if earlier) of this Agreement, Consultant agrees Nasdaq National Market which is engaged in business that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% is competitive to that of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraphSurviving Corporation; provided that Executive renders no advice of any kind to management of such existing obligations do corporation and does not materially change actively participate in either time commitments or scope.control, directly or indirectly, any investment or other decision with respect to such corporation or other entity without the express prior written consent of Surviving Corporation exercisable in its sole discretion; (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce solicit any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company Surviving Corporation with whom the Executive has had contact or any subsidiary of its subsidiaries or affiliates the Surviving Corporation with whom the Executive has had contact to terminate his/his or her employment or consulting relationship with the Company Surviving Corporation or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control subsidiary of the Company.Surviving Corporation; or (c) Since intentionally cause, by word or deed, any person, firm, corporation or other entity having a breach business relationship with the Surviving Corporation or any subsidiary of the provisions of this Section 7 could not adequately be compensated by money damagesSurviving Corporation to sever such relationship with, or commit any act inimical to, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining Surviving Corporation or such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason subsidiary of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebySurviving Corporation. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field Restriction Period (as set forth defined in Schedule ASection 12(b) which competes below), the Executive shall not engage in Competition with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest Subsidiary. "Competition" shall mean engaging in any other business entity in the Field (other than activity, except as a shareholder of less than 2% of the stock of a publicly- traded corporationprovided below, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant Competitor of the Company or any Subsidiary, whether as an employee, consultant, principal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise. A "Competitor" shall mean (i) Bed Bath & Beyond, Inc., Strouds, Inc., Home Express Inc. and Home Place Inc. (and any successor or successors thereto); (ii) any specialty retailer if 40% or more of its subsidiaries revenues (based on the most recent quarterly or affiliates to terminate his/her annual financial statements available) are derived from the sale of home textiles or housewares; (iii) any corporation, other entity, or start-up corporation or other entity engaged primarily or organized for the purpose of engaging primarily in the sale of home textiles or housewares having a total capitalization (equity and/or long-term debt) in excess of $30,000,000 or revenues (based on the most recent quarterly or annual financial statements available) in excess of $25,000,000. If the Executive commences employment or consulting relationship becomes a consultant, principal, agent, officer, director, partner, or shareholder of any entity that is not a Competitor at the time the Executive initially becomes employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity, future activities of such entity shall not result in a violation of this provision unless (x) such activities were contemplated by the Executive at the time the Executive initially became employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity or (y) the Executive commences directly or indirectly overseeing or managing the activities of such Competitor which are competitive with the activities of the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant Subsidiary. The Executive shall not approach any be deemed indirectly overseeing or managing the activities of such employee or consultant for any such purpose or authorize or knowingly approve Competitor which are competitive with the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control activities of the Company. (c) Since a breach of the provisions of this Section 7 could Company or Subsidiary so long as he does not adequately be compensated by money damages, the Company shall be entitled, regularly participate in addition discussions with regard to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its the competing business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for For a period of one two (12) year commencing years after the Closing Date (the “Non-Compete Period”), Parent and Sellers shall not, and shall cause their Affiliates (Parent and Sellers, together with such Affiliates, the “Seller Entities”) not to, without the prior written consent of Buyer, engage in the Restricted Business in a manner that competes directly with the business of the Acquired Companies and the Acquired Company Subsidiaries as conducted on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopeClosing Date. (b) During Notwithstanding the term provisions of Section 4.10(a), nothing in this Agreement shall preclude, prohibit, restrict or otherwise limit any of the Seller Entities from: (i) owning, operating or engaging in any manner in (x) any business activities that do not constitute part of the Restricted Business or (y) any Financial Services Business; (ii) owning, operating or engaging in any manner in any De Minimis Business; (iii) offering, selling, marketing, distributing or providing, directly or through any distribution system or similar channel, any life insurance or annuity products identified in the definition of “Restricted Business” that (x) are not issued by any of the Seller Entities or (y) are issued by any Seller Entity that is permitted to engage in the Restricted Business pursuant to this Section 4.10; (iv) insuring (whether by self-insurance, reinsurance, captive arrangements or otherwise) the insurance risks of, and issuing bonds related to, the business and operations of Sellers or any of their Affiliates or their respective employees; (v) applying for a period of one and holding any insurance license, permit or other authorization; (1vi) year commencing on the expiration acquiring, merging or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is thenotherwise combining with, or has been within the preceding six-month periodbeing acquired by any Person (whether in one transaction or a series of related transactions), an employee or consultant of the Company notwithstanding that such Person or any of its subsidiaries Affiliates, directly or affiliates to terminate his/her employment indirectly, is engaged in the Restricted Business (any such transaction or consulting relationship series of related transactions, a “Combination Transaction” and the Person with which such Combination Transaction is effected, the Company or any of its subsidiaries or affiliates or to become employed by or “Combining Person”); provided, however, that during the Non-Compete Period, the Seller Entities shall not enter into contractual relations a Combination Transaction with a Combining Person in which the assets under management relating to the Combining Person’s Restricted Business (excluding separate accounts and segregated accounts) as of the closing date of the Combination Transaction exceed 40% of the Combining Person’s total consolidated assets (excluding separate accounts and segregated accounts) as of such date as determined in accordance with GAAP; and provided, further, that during the Non-Compete Period, nothing in this Agreement shall prohibit, restrict or otherwise limit the Combining Person (or if the Combining Person is not the survivor of such Combination Transaction, the surviving Person of such Combination Transaction) or the Affiliates of such Person from continuing to own, operate or engage in such Restricted Business; (vii) acquiring, directly or indirectly, any voting stock, capital stock or other equity interests (including convertible securities) of any Person in connection with any hedging or similar products; or (viii) acquiring capital stock or other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking equity interests of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, Person engaged directly or indirectly through one or more intermediariesin the Restricted Business, provided, that such acquisition is controlled or is controlled by, or is under common control of and remains during the CompanyNon-Compete Period an acquisition solely for investment purposes. (c) Since a breach of the provisions For purposes of this Section 7 could not adequately be compensated by money damages4.10, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination terms below shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.following respective meanings:

Non-Competition. (a) During the term of this Agreement and for For a period of one (1) year commencing on the expiration date hereof and ending on the earlier of (i) termination of the Merger Agreement or termination (if earlierii) the three-year anniversary of this Agreementthe date hereof (the “Restricted Period”), Consultant agrees that he/she will the Stockholder shall not perform consulting engage, directly or research services indirectly, in any business anywhere in the Field (as world that manufactures, produces or supplies products or services of the kind manufactured, produced or supplied by Parent, any Subsidiary of Parent set forth on Annex A hereto that is engaged in Schedule A) which competes with the Business, the Company (or any Company Subsidiary as of the date hereof or, without the prior written consent of Parent, directly or indirectly, 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) for , any other commercial entity Person that competes with Parent, the Business, the Company or found any Company Subsidiary in manufacturing, producing or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% supplying products or services of the stock of a publicly- traded corporationkind manufactured, provided that Consultant exercise no operational produced or strategic control over such corporation) unless Consultant obtains prior written approval from supplied by the Chief Executive Officer Company or any Company Subsidiary as of the Companydate hereof; provided, however, that, (i) ownership of securities having no more than five percent of the outstanding voting power of any competitor which approval are listed on any national securities exchange shall not be unreasonably withheld deemed to be in violation of this Agreement as long as the Person owning such securities has no other connection or delayed. For avoidance relationship with such competitor and (ii) ownership of doubtsecurities or equity interests in any investment company, the Consultant’s existing obligations to perform consulting and research services for any mutual fund, equity fund, diversified portfolio company or other person or entity mutual pooled investment (each, an “Investment Company”), shall not be a deemed to be in violation of this paragraph; provided that Agreement as long as the Person owning such existing obligations do not materially change securities has no active participation in either time commitments or scopethe management of such Investment Company. (b) During As a separate and independent covenant, the term of this Agreement Stockholder agrees with Parent and Purchaser that, for a period of one (1) year commencing on three years following the expiration or termination (if earlier) of this Agreementdate hereof, Consultant the Stockholder will not in any way, directly or indirectly, for the purpose of conducting or engaging in any business that manufacturers, produces or supplies products or services of the kind manufactured, produced or supplied by Parent any Subsidiary of Parent set forth in Annex A hereto that is engaged in the Business, the Company or any Company Subsidiary as of the date hereof, call upon, solicit, entice, persuade advise or induce any individual who is thenotherwise do, or has been within the preceding six-month periodattempt to do, an employee or consultant business with any customers of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship Company Subsidiary with whom the Company or any Company Subsidiary had any dealings during the period of its subsidiaries time in which the Stockholder was a stockholder of the Company or affiliates take away or interfere or attempt to become employed by or enter into contractual relations interfere with any other individual customer, trade, business or entitypatronage of Parent, and any Subsidiary of Parent set forth in Annex A hereto that is engaged in the Consultant shall 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 approach any such employee prohibit (i) a general solicitation to the public of general advertising or consultant for any such purpose (ii) the Stockholder from purchasing consumer products sold, manufactured or authorize or knowingly approve the taking of any such actions produced by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control customer of the CompanyCompany or any Company Subsidiary. (c) Since a The Restricted Period shall be extended by the length of any period during which the Stockholder is in breach of the provisions terms of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby1. (d) The provisions Stockholder acknowledges that the covenants of the Stockholder set forth in this Section 7 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. The Stockholder acknowledges that the agreements contained herein are independent covenants that shall survive any termination not be affected by performance or expiration nonperformance of this Agreementthe 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 proper.

Non-Competition. (a) During By and in consideration of the term of Company’s entering into this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with payments to be made and benefits to be provided by the Company (as an employeehereunder, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest and in any other business entity in the Field (other than as a shareholder of less than 2% further consideration of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from Executive’s exposure to the Chief Executive Officer Confidential Information of the Company, which approval the Executive agrees that the Executive shall not be unreasonably withheld or delayed. For avoidance of doubtnot, during the ConsultantExecutive’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During employment with the term of this Agreement Company and for a twelve-month period following the Date of Termination (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, however, that in no event (A) shall ownership by the Executive of five percent (5%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 6(b), so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof, nor (B) shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 6(b), so long as (i) such Person has more than one discrete and readily distinguishable part of its business, (1ii) year commencing on the expiration Executive’s duties are not at or termination involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the Restricted Enterprise reports to the Executive and (if earlieriii) the Executive notifies the Company of employment with such Person prior to commencement of his or her employment with such Person. For purposes of this AgreementSection 6(b), Consultant will not solicit“Restricted Enterprise” shall mean any Person that is engaged, enticedirectly or indirectly, persuade in (or induce any individual who is thenintends or proposes to engage in, or has been within organized for the preceding sixpurpose of engaging in) the generic injectible pharmaceutical industry and any other businesses the Company engages in or is preparing to become engaged in, at the time of the Executive’s termination. During the twelve-month periodperiod following the Date of Termination, an employee or consultant of upon the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control request of the Company. (c) Since a breach , the Executive shall notify the Company of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyExecutive’s then-current employment status. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes his employment with the Company (or any Affiliate of the Company) and for the twenty-four (24)-month period immediately following termination of such employment for any reason (whether or not such termination occurs during the term of his Employment Agreement), such Principal Seller shall not, directly or indirectly, either as an a principal, agent, employee, consultant employer, consultant, partner, member, shareholder of a closely held corporation or otherwiseshareholder in excess of five percent (5%) for any other commercial entity of a publicly traded corporation, corporate officer or found director, or otherwise hold an equity interest in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business entity that is a Competing Business, either in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational United States or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for in any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change place in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of world where the Company or any of its subsidiaries controlled Affiliates, successors or affiliates assigns engages in the Business, or as of the date of such termination of such employment, proposes to terminate his/her employment or consulting relationship with engage in the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entityDeveloping Business. Notwithstanding the foregoing, and the Consultant restrictions in this Section 6.3 shall not approach any such employee operate to prohibit a Principal Seller from: (a) making or consultant for any such purpose maintaining a Permitted Investment; (b) providing, directly or authorize indirectly, services to a Seller Investment Entity, Estate Planning Entity, Family Office or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company.Family Member; (c) Since providing, directly or indirectly, services (for no more than nominal consideration) to philanthropic organizations; (d) fulfilling any obligation pursuant to this Agreement, the LLC Agreement or such Principal Seller’s Employment Agreement; (e) being a breach member of the provisions board of directors or other similar governing body of any Person in which an investment is made by any (A) Foundation Fund (or otherwise being involved thereto in connection with such Principal Seller’s services to the Company) or (B) any Seller Investment Entity, Estate Planning Entity, Family Office or philanthropic organization contemplated by this Section 7 could 6.3; provided, that this clause (B) shall not adequately be compensated by money damagesoperate to permit any Principal Seller to act as a member of the board of directors or other similar governing body of any Competing Business; (f) with respect to the Principal Seller specified on Disclosure Schedule A hereto, performing the responsibilities or activities set forth thereon; (g) following any termination of such Principal Seller’s employment with the Company shall be entitled, in addition (or any Affiliate of the Company) acting as the investment manager pursuant to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required accordance with Section 6.7 and the terms of FEP’s Fund Documents; or (h) pursuing any Business Opportunity in connection therewithaccordance with Section 6.8. Consultant agrees that provided, that, for the provisions avoidance of this doubt, if a Principal Seller engages in any activity set forth in Section 7 are necessary and reasonable to protect the Company 6.3(a) through Section 6.3(h), such Principal Seller, in the conduct of its business. If any restriction contained in this Section 7 such activity, shall be deemed continue to be invalidsubject to the restrictions set forth in Section 6.4 and Section 6.5, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyas applicable. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Executive agrees that, during the term of this Agreement Employment Period and for a period of one twelve (12) months after the Employment Period ends, whether voluntarily or involuntarily, Executive will not directly or indirectly: (1) year commencing on induce or attempt to induce any person who is employed by or otherwise engaged to perform services for the expiration Corporation to cease working for the Corporation; (2) induce or termination attempt to induce any customer, client, vendor, or supplier of the Corporation to cease doing business with the Corporation; or (if earlier3) engage or participate, either individually or as an employee, contractor, consultant, principal, owner, partner, agent, trustee, officer, director or shareholder of this Agreementa corporation, Consultant agrees that he/she will not perform consulting partnership or research services other business entity, in the Field (as set forth in Schedule A) any business which competes with the Company (as an employee, consultant Corporation or otherwise) for any other commercial entity or found or otherwise hold an equity interest engages in any other line of business entity which the Corporation has entered or internally announced an intention to enter prior to the end of the Employment Period, including, without limitation, the provision of radiology services through the Internet to Providers. Notwithstanding the foregoing, nothing in the Field (other than as a shareholder of this Article shall be deemed to preclude Executive from holding less than 21% of the outstanding capital stock of a publicly- traded corporation, provided that Consultant exercise no operational any corporation required to file periodic reports with the Securities and Exchange Commission under Section 13 or strategic control over such corporation15(d) unless Consultant obtains prior written approval from the Chief Executive Officer of the CompanySecurities Exchange Act of 1934, as amended, and the securities of which approval shall not be unreasonably withheld are listed on any national securities exchange or delayed. For avoidance quoted on the National Association of doubt, Securities Dealers Automated Quotation System or traded on the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopeover-the-counter market. (b) During Executive acknowledges that the term Corporation has expended substantial time and expense in the acquisition, research and development of this Agreement processes, technology, techniques and for a period of one (1) year commencing on products which are unique to the expiration Corporation or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade generally known to others and which could be unfairly taken or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship used by others in competition with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entityCorporation, and further acknowledges that competition with the Consultant shall Corporation is not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entitybased strictly on geographical location. The term “affiliate” shall mean any person or entity that directlyAccordingly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant Executive agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction restrictions contained in this Section 7 Agreement are reasonable. If the scope of the restrictions contained herein is too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be deemed construed or re-written (“blue-lined”) so as to be invalidenforceable to the maximum extent permitted by law, illegaland Executive hereby consents, or unenforceable by reason to the extent Executive may lawfully do so, to the judicial modification of the extent, duration, or geographical scope thereof, or otherwise, then the court making of such determination shall have the right restrictions in any proceeding brought to reduce enforce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyrestrictions. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of Except as set forth in this Agreement and for a period of five years following the Closing Date (the "Restricted Period") AFG shall not, and shall not permit any of its Post-Closing Subsidiaries. (i) offer, issue or sell, directly or indirectly within the United States, personal automobile insurance written through independent agents; or (ii) employ, offer to employ or solicit with a view to employment any person employed by the Company whose annual base salary exceeds $50,000; provided, that the foregoing will not prevent AFG from soliciting or hiring any such person if such person's employment has been terminated, without cause, by the Company. (b) Notwithstanding any other provision of this Section 2 to the contrary, neither AFG nor any of its Post-Closing Subsidiaries is prohibited from: (i) engaging in any line of business in which it is engaged at completion of the Public Offering, including, without limitation, the offering of personal automobile insurance policies through Mid-Continent Casualty Company and its wholly-owned subsidiaries ("Mid-Continent"), but only within those states where Mid-Continent is offering personal automobile insurance policies at the time of the completion of the Public Offering; or (ii) acquiring an interest in any Person engaged in any line of business except for acquisitions of controlling interests, whether in a single transaction or series of transactions, in any Person or Persons with, in the aggregate, $100,000,000 or more in gross annual written premiums, or, with respect to one Person, 50% or more of its gross revenues (1) year commencing excluding investment income and realized investment gains and losses), attributable to the writing of personal automobile insurance based on the expiration most recent full fiscal year for which financial statements are available (a "PERMITTED ACQUIREE"), provided further, however, that AFG and any of its Post-Closing Subsidiaries may acquire a controlling interest in a Person that is not a Permitted Acquiree if AFG or termination (if earlier) such Post-Closing Subsidiary promptly divests the personal automobile insurance operations of such Person. For purposes of this Agreement, Consultant agrees a "controlling interest" in a Person means having the power to direct or cause the direction of management and policies of such Person through the ownership of voting securities. (c) Section 2(a)(i) and (ii) shall also be binding upon any person who has a controlling interest in AFG as of the Closing Date until such time, however, that he/she will not perform consulting or research services the person ceases to have a controlling interest in the Field (as set forth in Schedule A) which competes AFG. AFG shall cause each such person to comply with the Company terms and conditions hereof. (as an employee, consultant or otherwised) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field Section 2(a)(i) and (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporationii) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayedbinding upon a Post-Closing Subsidiary of AFG after the time such Person ceases to be a Post-Closing Subsidiary of AFG. For avoidance of doubt, Section 2(a)(i) and (ii) also does not apply to any person which on or after the Consultant’s existing obligations to perform consulting Closing Date becomes an Affiliate (other than a Post-Closing Subsidiary) of AFG, including any person that acquires all or substantially all of the capital stock or assets of AFG. (e) The Company and research services for any other person or entity shall AFG agree that money damages alone would not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant sufficient remedy for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated 2 by money damagesAFG, its Post-Closing Subsidiaries, or any person having a controlling interest in AFG, and that, in addition to all other remedies, including monetary relief, the Company shall be entitled, in addition entitled to any other right specific performance and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond injunctive or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If equitable relief as a remedy for any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebybreach. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of Corporation pursuant to this Agreement. Executive further represents and warrants that his employment and use of any material he brings will not violate the rights of any third party, Consultant including without limitation, pursuant to any competition or non-solicitation agreement. The Executive hereby agrees that he/she will he shall not perform consulting or research services in (without the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% prior written consent of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, Board which approval shall not be unreasonably withheld taking into account (i) the Executive’s career in the pulp and paper industry and (ii) his non-disclosure obligations under Section 6.1) during the Restricted Period and within the Prohibited Area whether on his own account or delayed. For avoidance in conjunction with or on behalf of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person person, and whether as an employee, director, officer, shareholder, partner, principal, agent, or entity shall not in any other capacity whatsoever other than as a consultant, in competition with the Corporation or any of its Affiliates, directly or indirectly, operate, manage, control, participate in, carry on, be a violation employed by, be engaged in, perform services in respect of, be concerned with, be financially interested in or financially assist, or permit his name to be used in connection with the activities from time to time of this paragraph; provided that such existing obligations do not materially change the Corporation (the “Restricted Business”), including the manufacture, sale and/or dealing in either time commitments newsprint, commercial printing and packaging papers, market pulp and wood products, as well as research into, development, production, manufacture, sale, supply, import, export or scope. (b) During marketing of any product which is the same or similar to or competitive with any product researched, developed, produced, manufactured, sold, supplied, imported, exported or marketed by the Corporation or by any of its Affiliates in the context of the above described activities during the term of this Agreement and for a period of one Agreement. Notwithstanding the foregoing restrictions, the Executive may acquire securities (1) year commencing on the expiration or termination (if earlieri) of this Agreementa class or series that is traded on any stock exchange or over the counter if such securities represent not more than two percent (2%) of the issued and outstanding securities of such class or series, Consultant will (ii) of a mutual fund or other investment entity that invests in a portfolio the selection and management of which is not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegalinvestor, or unenforceable by reason (iii) held in a fully managed account where the Executive does not direct or influence in any manner the selection of the extent, duration, or geographical scope thereof, or otherwise, then the court making any investment in such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebysecurities. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement Employment Term and for a period of time following the termination of the Employment Term equal to the greater of one (1) year commencing on year, or the expiration or termination period of time during which Executive receives Severance Pay (if earlier) of this Agreementthe “Restrictive Period”), Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with Executive shall not, without the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer consent of the Company, which approval shall not be unreasonably withheld directly or delayed. For avoidance indirectly, in any capacity whatsoever, either on her own behalf or on behalf of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not with whom she may manage, control, participate in, consult with, render services for or be a violation employed or associated, compete with the Business (as hereinafter defined) in any of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope.the following described manners: (bi) During the term of this Agreement and for a period of one (1) year commencing on the expiration Engage in, assist or termination (if earlier) of this Agreementhave any interest in, Consultant will not solicitas principal, enticeconsultant, persuade advisor, agent, financier or induce employee, any individual who is thenbusiness entity which is, or has been within the preceding six-month periodwhich is about to become engaged in, an employee providing goods or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship services in competition with the Company Addus HealthCare Group within a geographic radius of thirty (30) miles from any Addus HealthCare Group branch office; or (ii) Solicit or accept any of its subsidiaries business (or affiliates or to become employed by or enter into contractual relations with help any other individual person solicit or entity, and the Consultant shall not approach accept any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean business) from any person or entity which on the date of this Agreement is a customer of the Addus HealthCare Group or which during the Employment Term becomes a customer of the Addus HealthCare Group. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that directlythe Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company. Furthermore, during the Restrictive Period, the Executive shall not directly or indirectly, (A) induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof, or indirectly through one (B) induce or more intermediariesattempt to induce any customer, is controlled referral source, supplier, vendor, licensee or is controlled byother business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or is under common control in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. Notwithstanding the foregoing provisions, nothing herein shall prohibit the Executive from owning 1% or less of any securities of a competitor, if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the Company. (c) Since a breach NASDAQ market or otherwise. If, at the time of the provisions enforcement of this Section 7 could not adequately be compensated by money damages9(b), a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Company parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be entitledsubstituted for the stated period, in addition to any other right and remedy available to it, to an injunction restraining such breach scope or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed area determined to be invalid, illegal, or unenforceable reasonable under the circumstances by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebycourt. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Because of the term legitimate business interest of this Agreement Employer as described herein and the good and valuable consideration offered to Employee, during the Employment Term and for a period of one the next twelve (112) year commencing months, to run consecutively, beginning on the expiration or termination (if earlier) last day of this AgreementEmployee’s employment with Employer, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity reason or found or otherwise hold an equity interest no reason (except for termination by Employer without Cause in any other business entity in which case the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 restrictive covenants shall be deemed to be invalidwaived by Employer) and whether employment is terminated at the option of Employee or Employer, illegalEmployee agrees and covenants not to engage in Prohibited Activity within the United States. For purposes of this Section 7, or unenforceable by reason of the extent“Prohibited Activity” is activity in which Employee contributes his knowledge, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scopetime, or other provisions hereofresources, and directly or indirectly, in its reduced form such restriction shall then be enforceable whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the manner contemplated hereby. (d) The provisions same or similar business as the Business or other Lifted Businesses. Prohibited Activity also includes activity that may require or inevitably requires disclosure of this trade secrets, proprietary information or confidential information of Employer. Nothing herein shall prohibit Employee from purchasing or owning less than 5% of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that Employee is not a controlling person of, or a member of a group that controls, such corporation. This Section 7 does not, in any way, restrict or impede Employee 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 jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Employee shall survive promptly provide written notice of any termination or expiration of this Agreementsuch order to Employer.

Non-Competition. (a) During By and in consideration of the term of Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its Affiliates, the Executive agrees that the Executive shall not, during the Term and thereafter for a the period of during which the Severance Payments or Supplemental Disability Payments are payable or one (1) year commencing on following the expiration end of the Term if no Severance Payments or termination Supplemental Disability Payments are payable (if earlier) of this Agreementthe “Restriction Period”), Consultant agrees that he/she will not perform consulting directly or research services indirectly, own, manage, operate, join, control, be employed by, or participate in the Field ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as set forth defined below); provided, that in Schedule Ano event shall ownership of one percent (1%) which competes with or less of the Company outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as an employeethe Executive does not have, consultant or otherwise) for exercise, any other commercial entity rights to manage or found or otherwise hold an equity interest in any other operate the business entity in the Field (of such issuer other than rights as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayedstockholder thereof. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation purposes of this paragraph; provided , “Restricted Enterprise” shall mean any Person that such existing obligations do not materially change is actively engaged in any business which is either time commitments or scope. (bi) During in competition with the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant business of the Company or any of its subsidiaries Affiliates conducted during the preceding twelve (12) months (or affiliates following the Term, the twelve (12) months preceding the last day of the Term), or (ii) proposed to terminate his/her employment or consulting relationship with be conducted by the Company or any of its subsidiaries Affiliates in the Company’s or affiliates Affiliate’s business plan as in effect at that time (or following the Term, the business plan as in effect as of the last day of the Term); provided, that (x) with respect to become employed by any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or enter into contractual relations markets in any geographic area in which the Company or any of its Affiliates operates or markets with respect to its refinery business and (y) with respect to any other individual Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or entitymarkets in any geographic area in which the Company or any of its Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control upon request of the Company. (c) Since a breach , the Executive shall notify the Company of the provisions Executive’s then-current employment status. For the avoidance of this Section 7 could doubt, (A) the foregoing shall not adequately be compensated by money damagesprohibit the Executive from working in the State of Texas; provided, that the Executive’s so working does not involve any Restricted Enterprise that is operating in the State of Texas if the Company shall be entitled, in addition to or any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company its Affiliates is then operating in the conduct State of its business. If Texas and (B) a Restricted Enterprise shall not include any restriction contained in this Section 7 shall be deemed to be invalid, illegal, Person or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable division thereof that is engaged in the manner contemplated herebybusiness of supplying (but not refining) crude oil or natural gas. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger Agreement, each Shareholder agrees that: (a) During the term of this Agreement and for For a period of one five (15) year commencing on years after the expiration Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or termination indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (if earlieri.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, Consultant agrees that he/she will not perform consulting the term "participate" includes any direct or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity indirect interest in any other business entity in enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the Field (other than as a shareholder term "participate" shall not include ownership of less than 25% of the stock of a publicly- publicly-held corporation whose stock is traded corporation, provided that Consultant exercise no operational on a national securities exchange or strategic control over such corporation) unless Consultant obtains prior written approval from in the Chief Executive Officer over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopedate hereof. (b) During the term Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement and for a period or through the fault of one such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (1ii) year commencing on is required to be disclosed by law or government order (but only to the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is thenextent so required), or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed (iii) is used by or enter into contractual relations with such Shareholder in any other individual or entity, and lines of business (but only to the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companyextent so used). (c) Since During the five-year period following the Closing Date, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any of the provisions of this Section 7 could not adequately 8, money damages would be compensated by money damages, inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall be entitledhave the right, in addition to any other right rights and remedy available to itremedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an injunction restraining action or actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a period equal to (i) the length of the violation of this Section 8 plus (ii) the length of any court proceedings necessary to stop such violation). In the event of a breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that violation by such Shareholder of any of the provisions of this Section 7 are necessary and reasonable to protect 8 the Company in running of the conduct Non-Competition Period (but not of its business. If any restriction contained in such Shareholder's obligations under this Section 7 8) shall be deemed tolled with respect to be invalid, illegal, such Shareholder during the continuance of any actual breach or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyviolation. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and the Executive agrees that 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 (the "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 term of the Agreement. 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 one (1) year commencing on such severance or compensation continuation. For the expiration or termination (if earlier) purpose of this Agreement, Consultant agrees that he/she will not perform consulting a product or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant service shall be deemed "primary" only if such service or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as product constitutes a shareholder of less than 2% primary component of the stock core business of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayedEmployer on Executive's termination date. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) further purposes of this Agreement, Consultant will the term "work for or be interested in any business" means that the Executive is a stockholder, director, officer, employee, partner, individual proprietor, lender or consultant with that business, but not solicitif (i) his interest is limited solely to the passive ownership of five percent (5%) or less of any class of the equity or debt securities of a corporation whose shares are listed for trading on a national securities exchange or traded in the over-the-counter market. In the event that any part of this Section 9 is adjudged invalid or unenforceable by any court of record, enticeboard of arbitration or judicial or quasi judicial entity having jurisdiction thereof by reason of length of time, persuade or induce any individual who is thengeographical coverage, activities covered, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with for any other individual reason, then the invalid or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the unenforceable provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 covenant shall be deemed reformed and amended to the maximum extent permissible under applicable law and shall be invalid, illegal, or unenforceable by reason enforced and enforceable as so amended in accordance with the intention of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyparties as expressed herein. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the term of this Agreement and Association for a period of one (1) year commencing on following such termination in any city, town or county in which the expiration Executive's normal business office is located and the Association has an office or termination (if earlier) has filed an application for regulatory approval to establish an office, determined as of this Agreementthe effective date of such termination, Consultant except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that he/she will during such period and within said cities, towns and counties, Executive shall not perform consulting work for or research services in the Field (as set forth in Schedule A) which advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the Company (as an employeedepository, consultant lending or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity activities of the Association. The parties hereto, recognizing that irreparable injury will result to the Association, its business and property in the Field (other than as a shareholder event of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation Executive's breach of this paragraph; provided Subsection 10(a) agree that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking event of any such actions breach by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damagesExecutive, the Company shall Association, will be entitled, in addition to any other right remedies and remedy available to itdamages available, to an injunction restraining to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Association from pursuing any other remedies available to the Association for such breach or a threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and in either case no bond acknowledges that the knowledge of the business activities and plans for business activities of the Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Association. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Association or affiliates thereof to any person, firm, corporation, or other security shall be required in connection therewithentity for any reason or purpose whatsoever. Consultant agrees that Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Association. Further, Executive may disclose information regarding the business activities of the Association to the OTS and the Federal Deposit Insurance Corporation ("FDIC") pursuant to a formal regulatory request. In the event of a breach or threatened breach by Executive of the provisions of this Section 7 are necessary and reasonable Section, the Association will be entitled to protect an injunction restraining Executive from disclosing, in whole or in part, the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason knowledge of the extentpast, durationpresent, planned or geographical scope considered business activities of the Association or affiliates thereof, or otherwisefrom rendering any services to any person, then firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the court making Association from pursuing any other remedies available to the Association for such determination shall have breach or threatened breach, including the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyrecovery of damages from Executive. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement or any renewal thereof and, at Company's option for a period of up to one year thereafter, should the Executive's contract be terminated or not be renewed, the Executive agrees that he will not within the geographical area of the United States, engage, either directly or indirectly, individually or as an owner, partner, joint venturer, employee, officer, director, stockholder, consultant, independent contractor or lender of or to any corporation, holding Company or other business entity which is in a business similar to that of Company or any of its affiliates. In the event that Company chooses to exercise its option to prevent the Executive from competing with Company following termination or non-renewal of his employment, Company shall notify the Executive in writing within two (2) weeks following his last day of employment or within two (2) weeks of notice by Company of its decision that the Executive shall take a leave-of-absence, in either case specifying the period of up to one year following termination, resignation, or non-renewal of employment during which such competitive activity shall be prohibited. In the event Company exercises its option, Company shall continue to pay Executive his Base Salary at the rate applicable at the time of termination, resignation or non-renewal for the period during which the Executive is prohibited from competition with Company, plus an amount equal to the Incentive Compensation paid to him for the prior fiscal year, pro-rated for the period during which the Executive is prohibited from competition with the Company (if less than a full year); provided, however, that the Company shall not be obligated to make any such payments (and shall be entitled to a refund of any payments actually made) to the extent that Executive violates his obligation of non-competition or invalidates such obligation through legal action. Notwithstanding the foregoing, the Executive (as hereinbefore described in Section 2(d)) may own five (5%) percent of the securities of any business in competition with the business of Company or any of its affiliates, 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 commencing on the expiration thereafter, solicit or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations arrange to perform consulting and research services for have any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce solicit any individual person who is then, or has been within the preceding six-month period, an employee or consultant of was employed by the Company or any of its subsidiaries affiliated companies having an annual compensation of at least U.S. $50,000 per annum for other employment or affiliates otherwise induce such employees to terminate his/her their employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companyaffiliates. (c) Since a breach of the provisions If any provision of this Section 7 could not adequately is held to be compensated by money damagesunenforceable because of the scope, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach duration or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct area of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, applicability or otherwise, then the court legal entity making such that determination shall will have the right power to reduce such extent, duration, geographical modify the scope, duration or other provisions hereofarea, or all of them, and the provision will then apply in its reduced form such restriction shall then be enforceable in the manner contemplated herebymodified form. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for a period of one (1) year commencing on the expiration Effective Date and ending twelve (12) months after the Executive's Date of Termination (the “Non-Compete Period”), the Executive shall not, directly or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in indirectly through an intermediary without the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% prior written consent of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the CompanyBoard, which approval consent shall not be unreasonably withheld withheld, directly or delayed. For avoidance of doubtindirectly own any interest in, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreementmanage, Consultant will not solicitcontrol, enticeparticipate in, persuade or induce any individual who is thenconsult with, or has been within render services similar to those that the preceding six-month period, an employee or consultant Executive performed on behalf of the Company or Company Affiliates during the last two (2) years of the Executive’s employment, or otherwise be or be connected in any of its subsidiaries manner directly or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entityindirectly, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean with, (i) any person or entity that directlyis engaged in the same business as the business in which the Company or any Company Affiliate is engaged or (ii) any person or entity that is engaged in a business which otherwise materially competes with any business that the Company or any Company Affiliate conducts or has taken substantial measures to conduct within the next six (6) months (as determined at the Date of Termination) in any state in the United States of America and the District of Columbia or any other jurisdiction in which such business is conducted or in which the Company has taken substantial measures to conduct within the next six (6) months (as applicable) at the Date of Termination and with respect to which the Executive provided services or Company Confidential Information; provided, or indirectly through one or more intermediarieshowever, is controlled that the Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities or is controlled bypassively owned through an interest in a hedge fund or private equity fund, or is under common control so long as his direct holdings in any such entity shall not in the aggregate constitute more than five percent (5%) of the Company. (c) Since voting power of such entity and, while employed by the Company does not otherwise violate any Company or Company Affiliate policy applicable to the Executive. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a breach copy of this Agreement to such entity. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the provisions of this Section 7 could not adequately foregoing, in the event that the Executive breaches such covenant, monetary damages would be compensated by money damages, an insufficient remedy for the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason equitable enforcement of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then covenant would be enforceable in the manner contemplated herebyproper. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of Employee’s employment with the Company, Employee is and will become familiar with trade secrets and other Confidential Information concerning the Company Group and that Employee’s services will be of special, unique and extraordinary value to the Company Group. Therefore, Employee hereby covenants and agrees that, during the Employment Period and for any period thereafter for which the Employee is receiving severance (the “Restricted Period”), Employee shall not, without prior express written approval by the Board, directly or indirectly through any other Person or Persons (whether for compensation or otherwise): (a) During the term of this Agreement and for a period of one (1) year commencing on the expiration own or termination (if earlier) of this Agreementhold any debt or equity interest in, Consultant agrees that he/she will not perform consulting manage, operate, control, consult with, render services for, or research services engage, join or participate in the Field ownership, management, operation or control of, or furnish any capital or loans to, any Person engaged in or actively pursuing the Business (as set forth in Schedule A) which competes with the Company (a “Competing Business”), either as an owner, officer, general or limited partner, principal, proprietor, joint venturer, shareholder, director, member, manager, investor, lender, agent, employee, consultant consultant, trustee, affiliate or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope.or (b) During the term of this Agreement and for a period of one provide to any Competing Business (1whether as owner, officer, general or limited partner, principal, proprietor, joint venturer, shareholder, director, member, manager, investor, agent, employee, consultant, trustee, affiliate or otherwise) year commencing on the expiration any executive, managerial, strategic or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce business development services similar to those services that Employee provided to any individual who is then, or has been within the preceding six-month period, an employee or consultant member of the Company or any of its subsidiaries or affiliates to terminate his/her Group during Employee’s employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, Company. Employee acknowledges and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 8 shall be deemed to be invalidoperate throughout the United States, illegalCanada, or unenforceable by reason and any NATO country. Nothing herein shall prohibit Employee from being a passive owner of not more than one percent (1%) of the extentoutstanding securities of any publicly traded company engaged in a Competing Business, durationso long as Employee has no active participation in such Competing Business. In addition, or geographical scope thereof, Employee agrees and acknowledges that the potential harm to any member of the Company Group of its non-enforcement outweighs any harm to Employee of its enforcement by injunction or otherwise, then . Employee acknowledges that Employee has carefully read this Agreement and has given careful consideration to the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereofrestraints imposed upon Employee by this Agreement, and is in its reduced form such restriction shall then be enforceable in the manner contemplated herebyfull accord as to their necessity. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (1a) year commencing on Officer shall not, without the expiration prior written consent of Corporation, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes own, manage, operate, control, be connected with the Company (as an officer, employee, partner, consultant or otherwise) for any other commercial entity or found , or otherwise hold an equity interest engage or participate in any corporation or other business entity engaged in the Field (other than as business of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a shareholder limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a publicly- competitive business which is regularly traded corporation, provided that Consultant exercise no operational on a national securities exchange or strategic control over such corporation) unless Consultant obtains prior written approval from in the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity over-the-counter market shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopethe foregoing covenant. (b) During Simultaneously with the term Effective Date and upon each anniversary of this Agreement the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and for a period extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant percent of the Company or any outstanding class of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companysecurities. (c) Since a breach Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the provisions geographical location of this Section 7 could not adequately be compensated by money damagessuch customer, the Company client, tenant or account, nor shall be entitledOfficer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in addition any business similar to any other right or in competition with that of Corporation. Officer hereby acknowledges and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained set forth in this Section 7 shall be deemed 5 constitute a reasonable restriction on her ability to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right compete with Corporation and will not adversely affect her ability to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyearn income sufficient to support himself and/or her family. (d) The provisions parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this Section 7 covenant are unenforceable, such determination shall survive any termination or expiration not render the entire covenant unenforceable. Rather, the excessive aspects of this Agreementthe covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

Non-Competition. (a) During Executive acknowledges that Executive has gained and will gain extensive and valuable experiences and knowledge in the business conducted by the Company and has had and will have extensive contacts with customers of the Company. Accordingly, in consideration of the mutual promises contained in this Agreement, Executive covenants and agrees with the Company that, during the term of this Agreement and for a period of one twelve (112) year commencing on months or, if Executive receives Enhanced Severance Benefits under Section 7.4, eighteen (18) months, following the expiration Executive’s Termination Date, Executive shall not compete directly or indirectly with the Company and shall not during such period make public statements in derogation of the Company. Competing directly or indirectly with the Company shall mean engaging or having a material interest, directly or indirectly, as owner, employee, officer, director, partner, venturer, stockholder, capital investor, consultant, agent, principal, advisor or otherwise, either alone or in association with others, in the operation of any entity’s division or group which (a) provides operational support systems (OSS) software solutions for provisioning for telecommunications carriers similar to those provided by the Company and/or (b) is engaged in such other businesses as the Company is actively engaged in at the time of Executive’s termination (if earlier) of employment. Competing directly or indirectly with the Company, as used in this Agreement, Consultant agrees that he/she will shall not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (include having an ownership interest as an employeeinactive investor, consultant or otherwise) which for any other commercial entity or found or otherwise hold an equity interest in any other business entity in purposes of this Agreement shall mean the Field (other than as a shareholder beneficial ownership of less than 2% five percent (5%) of the stock outstanding shares of a publicly- traded corporation, provided that Consultant exercise no operational any series or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer class of securities of any competitor of the Company, which approval shares are publicly traded in the securities markets. This Section 4.1 shall not be unreasonably withheld or delayed. For avoidance cease to apply in the event the Company is in breach of doubt, the Consultant’s existing any obligations to perform consulting provide severance benefits in accordance with Section 7.2 and/or Section 7.4 and research services for fails to cure such breach within twenty (20) days of receiving written notice of such breach from Executive. Executive agrees that any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change Section 4.1 by Executive, as determined by a court of law, shall result in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition ’s obligations to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, provide severance benefits hereunder and in either case no bond or other security the event of such termination, Executive shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect repay to the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyseverance benefits previously received. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Except as expressly permitted herein, effective as of the term of this Agreement and for a period of one (1) year commencing Effective Time Executive agrees that he shall not, until 11:59 p.m. on the expiration second anniversary of the Effective Time: (i) directly or termination (if earlier) of this Agreementindirectly own, Consultant agrees that he/she will not perform consulting engage in, manage, operate, join, control, or research services participate in the Field (ownership, management, operation, or control of, or be connected as set forth a stockholder, director, officer, employee, agent, partner, joint venturer, member, beneficiary, or otherwise with, any corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which in Schedule A) which any way competes with the Company (as an employeeor any of its Subsidiaries in the business of manufacturing, consultant marketing or otherwise) for any other commercial entity distributing wood or found vinyl windows or otherwise hold an equity interest doors or vinyl siding or in any other material business entity activity that the Company or any of its Subsidiaries is conducting as of the date of this Agreement (a "Competing Business") in the Field (other than as United States; provided, however, that the Executive may own, directly or indirectly, securities of any entity traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System that is a shareholder Competing Business if Executive does not, directly or indirectly, own 10% or more of less than 2any class of equity securities, or securities convertible into or exercisable or exchangeable for 10% or more of the stock any class of a publicly- traded corporationequity securities, provided that Consultant exercise no operational or strategic control over of such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope.entity; (bii) During during the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreementnon-competition, Consultant will not solicituse Executive's access to, entice, persuade or induce any individual who is thenknowledge of, or has been within application of Confidential Information and Trade Secrets to perform any material duty for any Competing Business; it being understood and agreed to that this clause (ii) shall be in addition to and not be construed as a limitation upon the preceding six-month periodcovenants in clause (i) hereof; (iii) directly or indirectly aid, an employee abet, or consultant otherwise assist in a material way any individual, business, or other organization or entity that is a Competing Business in the United States; (iv) directly or indirectly request or advise any present or future customers or suppliers of the Company or any of its subsidiaries or affiliates Subsidiaries to terminate his/her employment or consulting relationship cancel any contracts with the Company or any of its subsidiaries Subsidiaries or affiliates curtail their dealings with the Company or any of its Subsidiaries; (v) directly or indirectly request or advise any present or future service provider or financial resource of the Company or any of its Subsidiaries to become employed by or enter into contractual relations with any other individual or entitywithdraw, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directlycurtail, or cancel the furnishing of such service or resource to the Company or any of its Subsidiaries; or (vi) directly or indirectly through one or more intermediarieshire, is controlled or is controlled byattempt to hire, or is under common control contact or solicit with respect to hiring any then significant employee of the Company. (c) Since a breach Company or any of its Subsidiaries, or otherwise induce or attempt to influence any employee of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach terminate his or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyher employment. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. In consideration of the benefits provided under this Agreement: (a) During The Executive hereby acknowledges and recognizes the highly competitive nature of the business of the Corporation. Accordingly, in consideration of the benefits described in this Agreement, during the Non-Competition Period, the Executive shall not: (i) In the Non-Competition Area, provide financial or executive assistance to any person, firm, corporation or enterprise engaged in: (1) the banking or financial services industry (including bank holding company); or (2) any other activity in which the Corporation engaged at the beginning of the Non-Competition Period; or (ii) Directly or indirectly contact, solicit or induce any person, corporation or other entity who or which is a customer or referral source of the Corporation during the term of this Agreement and for a period of one (1) year commencing the Executive’s employment or on the expiration date of the Executive’s Termination, to become a customer or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) referral source for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation other than the Corporation; or (iii) Directly or indirectly solicit, induce or encourage any employee of this paragraph; provided that such existing obligations do not materially change in either time commitments the Corporation, who is employed during the term of the Executive’s employment or scopeon the date of the Executive’s Termination, to leave the employ of the Corporation or its subsidiaries or to seek, obtain or accept employment with any person or entity other than the Corporation or its subsidiaries. (b) During It is expressly understood and agreed that, although the term Executive and RFC consider the restrictions contained in this Section 4.1 reasonable for the purpose of this Agreement preserving for the Corporation, its good will and for other proprietary rights, if a period of one (1) year commencing on final judicial determination is made by a court having jurisdiction that the expiration or termination (if earlier) of this AgreementNon-Competition Area, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding sixNon-month period, an employee or consultant of the Company Competition Period or any other restriction contained in this Section 4.1 is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant Section 4.1 shall not approach any be rendered void, but shall be deemed amended to apply as to such employee maximum time and territory and to such other extent as such court may judicially determine or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companyindicate to be reasonable. (c) Since The existence of any immaterial claim or cause of action of the Executive against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of this covenant. The Executive agrees that any breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained restrictions set forth in this Section 7 4.1 will result in irreparable injury to the Corporation for which it will have no adequate remedy at law and the Corporation shall be deemed entitled to be invalid, illegal, or unenforceable by reason of injunctive relief in order to enforce the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, hereof and/or seek specific performance and in its reduced form such restriction shall then be enforceable in the manner contemplated herebydamages. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for a period of one (1) year commencing on the Effective Date and ending on the second anniversary following the termination of your employment for any reason (whether during or upon expiration or termination of the Term) (if earlier) of this Agreementthe "Restricted Period"), Consultant agrees that he/she you will not perform consulting (except as an officer, director, stockholder, member, manager, employee, agent or research services consultant of Paramount) directly or indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the Field (as set forth in Schedule A) which competes with the Company (ownership, management, operation or control of, or be employed as an employee, consultant agent or otherwise) for any other commercial entity consultant, or found or otherwise hold an equity interest in any other individual or representative capacity whatsoever, or use or permit your name to be used in connection with, or be otherwise connected in any manner with any business entity or enterprise engaged in the Field institutional pharmacy business in any state in the United States in which the Group is then engaged or planning to engage in the institutional pharmacy business (other than as any such business or enterprise, a shareholder of less than 2% of the stock of a publicly- traded corporation, "Competitive Enterprise"); provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval foregoing restriction shall not be unreasonably withheld construed to prohibit the ownership by you together with your affiliates and associates, as the case may be, of not more than two percent (2%) of any class of securities of any corporation that is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, which securities are publicly owned and regularly traded on any national exchange or delayed. For avoidance of doubtin the over-the-counter market, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided further, that such existing obligations ownership represents a passive investment and that you together with your affiliates and associates, either directly or indirectly, do not materially change manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take part in either time commitments or scope. (b) During the term of this Agreement and for its business other than exercising your rights as a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is thenshareholder, or has been within seek to do any of the preceding six-month periodforegoing; and provided further, an employee or consultant that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the Company to cure such non-payment after thirty (30) days' prior written notice. Notwithstanding anything to the contrary in this Agreement or any other document or instrument, except as expressly set forth in the preceding sentence, no breach or failure to perform on the part of the Paramount or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any shall relieve you of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is your obligations under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby7. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During The Executive agrees that his services hereunder are of a special character, and his position with the term Company places him in a position of this Agreement confidence and trust with the customers employees of the Company. The Executive and the Company agree that in the course of employment hereunder, the Executive has and will continue to develop a personal acquaintanceship and relationship with Company's customers, and a knowledge of those customers' affairs and requirements which may constitute the Company's primary or only contact with such customers. The executive consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that the Executive makes the convenants contained herein. Accordingly, the executive agrees that while his is in the Company's employ and for a period of one (1) year commencing on 18 months thereafter the expiration or termination (if earlier) of this AgreementExecutive will not, Consultant agrees that he/she will not perform consulting or research services in without the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer consent of the Company, either directly or indirectly, or in any capacity whether as a promoter, proprietor, partner, joint venture, employee, agent, consultant, director, officer, manager, shareholder (except as a shareholder holding less than five percent (5%) of a publicly traded company's issued and outstanding capital stock, or otherwise) work for, act as a consultant to or own any interest in any direct competitor of the Company which approval shall not be unreasonably withheld operates in or delayedprovides services essentially the same as the Company. For avoidance purposes hereof, a "direct competitor" is a business, or a division of doubta business, which is engaged in providing discount dining or restaurant services whether through use of barter, trade credits, scrip or similar items or printing, selling, distributing or soliciting of a charge card or discount services and activities or promoting a charge card or providing services the Consultant’s existing obligations same or similar to perform consulting and research services for any other person that sold or entity shall not be a violation of this paragraph; provided offered by the Company. The Executive further agrees that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant he will not solicit, entice, persuade induce or induce persuade, either directly or indirectly, any individual who is then, or has been within the preceding six-month period, an employee or consultant customer of the Company to alter, terminate or refrain from extending or renewing any of its subsidiaries contractual or affiliates to terminate his/her employment or consulting other relationship with the Company Company, or commence a similar or substantially similar relationship with the Executive or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control direct competitor of the Company. (cb) Since a breach As used in this paragraph 10, the term "Company" shall include subsidiaries of the provisions of this Section 7 could not adequately be compensated by money damages, Company and the Company term "customer" shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.mean:

Non-Competition. (a) During Executive Officer acknowledges that the term Sterling Entities are providing Executive with access to Confidential Information as defined below. Ancillary to Executive Officer’s agreement not to disclose Confidential Information, to protect the Confidential Information described below, and in consideration for Executive Officer receiving access to this Confidential Information, being entitled to Severance Payments, having rights after a Change in Control, and other benefits provided in this Agreement, the Sterling Entities and Executive Officer agree to the following non-competition provisions. The Executive Officer shall not, during the time that he/she is employed by any Sterling Entity and, in the event of this Agreement and a termination of employment for Cause, an Involuntary Termination, or a termination of employment by the Executive Officer, for a period of one twelve (112) year commencing on months after any such termination: (a) directly or indirectly, own, manage, operate, control, invest or acquire an equity interest in any financial institution (or any affiliate thereof including, without limitation, any bank holding company or financial holding company) with $10 billion or less in assets located or conducting business in ▇▇▇▇▇▇ County, Texas or any of its contiguous counties (the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A“Territory”) which competes with the Company business conducted by any Sterling Entity; (b) engage in or carry on, either directly or indirectly, whether for himself or as an employee, consultant officer, director, agent, consultant, proprietor, partner, stockholder, member, joint venturer, investor, or otherwise) for other paid participant, any other commercial entity business with, on behalf of or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder financial institution within the Territory which competes with the business conducted by any Sterling Entity; (c) request or induce any customer, depositor or borrower of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational any Sterling Entity or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person which has a business relationship with any Sterling Entity to curtail, cancel, or otherwise discontinue its business or relationship with any such Sterling Entity; or (d) publicly denigrate or in any manner undertake to publicly discredit any of the Sterling Entities or any person or operation associated with any Sterling Entity. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit the Executive Officer from owning any issue of stock or securities of any corporation the securities of which are either traded on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc. and which is engaged in a business which is in competition with any Sterling Entity so long as (i) the Executive Officer is not deemed to be an “affiliate” of such entity shall not be a violation as such term is used in paragraphs (c) and (d) of this paragraph; provided that such existing obligations Rule 145 under the Securities Act of 1933 and (ii) the Executive Officer and members of his immediate family do not materially change in either time commitments own or scope. (b) During the term of this Agreement and for a period of hold more than one percent (1%) year commencing on of any voting securities of such entity. Executive Officer warrants that Executive Officer is not a party to any other restrictive agreement limiting Executive Officer’s activities for the expiration or termination (if earlier) Sterling Entities. Executive Officer further warrants that at the time of the signing of this Agreement, Consultant Executive Officer knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Sterling Entities and that Executive will not solicitknowingly use any trade secret, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scopeconfidential information, or other provisions hereof, and in its reduced form such restriction shall then be enforceable intellectual property right of any other party in the manner contemplated herebyperformance of Executive Officer’s duties hereunder. Executive Officer shall hold the Sterling Entities harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Executive agrees that, during the term of this Agreement Employment Period and for a period of one twelve (12) months after the Employment Period ends, whether voluntarily or involuntarily, Executive will not directly or indirectly: (1) year commencing on induce or attempt to induce any person who is employed by or otherwise engaged to perform services for the expiration Corporation to cease working for the Corporation; (2) induce or termination attempt to induce any customer, client, vendor, or supplier of the Corporation to cease doing business with the Corporation; or (if earlier3) engage or participate, either individually or as an employee, contractor, consultant, principal, owner, partner, agent, trustee, officer, director or shareholder of this Agreementa corporation, Consultant agrees that he/she will not perform consulting partnership or research services other business entity, in the Field (as set forth in Schedule A) any business which competes with the Company (as an employee, consultant Corporation or otherwise) for any other commercial entity or found or otherwise hold an equity interest engages in any other line of business entity which the Corporation has entered or internally announced an intention to enter prior to the end of the Employment Period, including, without limitation, the provision of radiology services through the Internet to Providers. Notwithstanding the foregoing, nothing in the Field (other than as a shareholder of this Article shall be deemed to preclude Executive from holding less than 21% of the outstanding capital stock of a publicly- traded corporation, provided that Consultant exercise no operational any corporation required to file periodic reports with the Securities and Exchange Commission under Section 13 or strategic control over such corporation15(d) unless Consultant obtains prior written approval from the Chief Executive Officer of the CompanySecurities Exchange Act of 1934, as amended, and the securities of which approval shall not be unreasonably withheld are listed on any national securities exchange or delayed. For avoidance quoted on the National Association of doubt, Securities Dealers Automated Quotation System or traded on the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopeover-the-counter market. (b) During Executive acknowledges that the term Corporation has expended substantial time and expense in the acquisition, research and development of this Agreement processes, technology, techniques and for a period of one (1) year commencing on products which are unique to the expiration Corporation or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade generally known to others and which could be unfairly taken or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship used by others in competition with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entityCorporation, and further acknowledges that competition with the Consultant shall Corporation is not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entitybased strictly on geographical location. The term “affiliate” shall mean any person or entity that directlyAccordingly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant Executive agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction restrictions contained in this Section 7 Agreement are reasonable. If the scope of the restrictions contained herein is too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be deemed construed or re-written (“blue-lined”) so as to be invalid, illegal, or unenforceable enforceable to the maximum extent permitted by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereoflaw, and in its reduced form such restriction shall then be enforceable in Executive hereby consents, to the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.extent /s/ ▇▇▇▇▇ ▇▇▇▇▇ Executive /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Corporation

Non-Competition. (a) During Executive agrees that she will not, for herself, on behalf of, or in conjunction with any person, firm, corporation or entity, either as principal, employee, shareholder, member, director, partner, consultant, owner or part-owner of any corporation, partnership or any other type of business entity, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with the term ownership, management, operation, or control of this Agreement and any business similar to or competitive with the business presently conducted by the Company, anywhere in the United States for a period of one year (1the “Non-Compete Period”) year commencing on from the expiration or termination (if earlier) of this Agreement. However, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% event of the stock termination of a publicly- traded corporation, provided that Consultant exercise no operational Executive's employment pursuant to Section 7(d) or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt7(f), the Consultant’s existing obligations Non-Compete Period shall be six months. Executive agrees not to perform consulting and research services hire, solicit or attempt to solicit for employment by Executive or any other person company to which she may be involved, either directly or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreementindirectly, Consultant will not solicit, entice, persuade or induce any individual party who is then, or has been within the preceding six-month period, an employee or consultant independent contractor of the Company or any entity which is affiliated with the Company, or any person who was an employee or independent contractor of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any entity which is affiliated with the Company within the one year period immediately following the termination of its subsidiaries or affiliates or this Agreement. Executive acknowledges that she has carefully read and considered all provisions of this Agreement and agrees that: (i) Due to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control nature of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages's business, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case foregoing covenants place no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are greater restraint upon Executive than is reasonably necessary and reasonable to protect the business and goodwill of the Company; (ii) These covenants protect the legitimate interests of the Company and do not serve solely to limit the Company's future competition; (iii) This Agreement is not an invalid or unreasonable restraint of trade; (iv) A breach of these covenants by Executive would cause irreparable damage to the Company; (v) These covenants are reasonable in scope and are reasonably necessary to protect the Company's business and goodwill which the Company has established through its own expense and effort; and (vi) The signing of this Agreement is necessary as part of the consummation of the transactions described in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebypreamble. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the term of this Agreement and Institution for a period of one (1) year commencing on following such termination in any city, town or county in which the expiration Executive's normal business office is located and the Institution has an office or termination (if earlier) has filed an application for regulatory approval to establish an office, determined as of this Agreementthe effective date of such termination, Consultant except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that he/she will during such period and within said cities, towns and counties, Executive shall not perform consulting work for or research services in the Field (as set forth in Schedule A) which advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the Company (as an employeedepository, consultant lending or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity activities of the Institution. The parties hereto, recognizing that irreparable injury will result to the Institution, its business and property in the Field (other than as a shareholder event of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation Executive's breach of this paragraph; provided Subsection 11(a) agree that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking event of any such actions breach by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damagesExecutive, the Company shall Institution, will be entitled, in addition to any other right remedies and remedy available to itdamages available, to an injunction restraining to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Institution from pursuing any other remedies available to the Institution for such breach or a threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and in either case no bond acknowledges that the knowledge of the business activities and plans for business activities of the Institution and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Institution. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Institution or affiliates thereof to any person, firm, corporation, or other security shall be entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required in connection therewithby law. Consultant agrees that Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Institution. In the event of a breach or threatened breach by Executive of the provisions of this Section 7 are necessary and reasonable Section, the Institution will be entitled to protect an injunction restraining Executive from disclosing, in whole or in part, the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason knowledge of the extentpast, durationpresent, planned or geographical scope considered business activities of the Institution or affiliates thereof, or otherwisefrom rendering any services to any person, then firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the court making Institution from pursuing any other remedies available to the Institution for such determination shall have breach or threatened breach, including the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyrecovery of damages from Executive. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. Your PSUs, whether vested (abut unsettled) During or unvested, and including any PSUs resulting from dividend equivalent rights, shall be immediately forfeited if, after your separation from employment with the term Corporation or its Affiliates by reason of this Agreement your (i) Retirement-Eligible Event or (ii) termination providing transition/separation pay as specified in Sections 2.2(b) and for 2.2(c) respectively, and before the end of the Restricted Period, you, directly or indirectly (without the prior written consent of the Corporation), (i) associate (including as a period director, officer, employee, partner, consultant, investor, agent or advisor) with a Competitive Enterprise, or (ii) transact business on behalf of one (1) year commencing on a Competitive Enterprise. For purposes of the expiration or termination (if earlier) of this Award Agreement, Consultant agrees “Competitive Enterprise” means any business enterprise, person or entity: (i) that he/she will not perform consulting or research services is a member of any of the Corporation’s competitive peer groups as disclosed in the Field (as set forth in Schedule A) which competes Corporation’s proxy statement that was most recently filed with the Company Securities and Exchange Commission preceding the Termination Date; or (as an employeeii) that is otherwise engaged in or is undertaking efforts to engage in any actual or planned or substantially similar service offering of the Corporation or the Affiliate, consultant product line of the Corporation or otherwise) for any other commercial entity the Affiliate, or found or otherwise hold an equity interest in any other business entity of the Corporation or an Affiliate within the two (2) years preceding your Termination Date; or (iii) for whom you would otherwise be performing services through which you would disclose or inevitably disclose Confidential Information. However, nothing in the Field Award Agreement shall preclude you from investing your personal assets in the securities of any Competitive Enterprise if such securities are (other than i) traded on a national stock exchange or in the over-the-counter market and if such investment is as a shareholder of less passive investor and if such investment does not result in you beneficially owning, at any time, more than 2% five (5%) of the publicly-traded equity securities of such competitor; or (ii) not traded on a national stock exchange or in the over-the-counter market and if such investment is as a passive investor and such investment does not result in you beneficially owning, at any time, more than five (5%) of any class of equity securities of such competitor. You acknowledge and agree that the Corporation’s and its Affiliates’ business is global in nature, and in light of your executive level role and responsibilities and your access to Confidential Information concerning the Corporation’s and its Affiliates’ global operations, in providing your services to your Employer you will have a publicly- traded corporationmaterial presence or influence on behalf of your Employer throughout the world. You further acknowledge and agree that, provided that Consultant exercise no operational in light of current technology, your services and the business of any Competitive Enterprise can be conducted anywhere in the world. For the sake of clarity, the foregoing non-compete restriction does not prohibit you from being employed by the government or strategic control over such corporation) unless Consultant obtains prior written approval a not-for profit organization (i.e. an organization exempt from the Chief Executive Officer local and national tax laws). In view of the Companylimited scope of the non-compete obligation assumed under this Section, which approval shall does not be unreasonably withheld prevent you from working in other entities that are not affected by it, you acknowledge and agree that: (i) the foregoing non-compete obligation is reasonable and necessary to protect the Corporation’s and its Affiliates’ legitimate business interests including its confidential information and goodwill, and (ii) the ability to continue to vest in your PSUs, including any PSUs resulting from dividend equivalent rights, following a Retirement-Eligible Event or delayedtermination providing transition/separation pay is fair and reasonable consideration for the foregoing non-compete obligation. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one Restricted Period, you further agree to (1i) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean advise any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control seeks to employ you of the Companyterms of these covenants; and (ii) immediately notify People Team equity administration if you are not in compliance with your obligations above (i.e., if you begin to associate with or transact business on behalf of a Competitive Enterprise). (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement employment and for a period of one (1) year commencing on period after Executive’s employment is terminated for any reason (the expiration “Restriction Period”), Executive covenants and agrees that Executive shall not directly or termination indirectly (if earlierwhether for compensation or otherwise) engage in Competitive Business. For purposes of this Agreement, Consultant agrees “Competitive Business” shall mean any business or any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services that he/she will not perform consulting are in competition with products or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employeethat Parent, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries produces, sells, manufactures, markets, distributes or affiliates to terminate his/her employment has interest in, in any state or consulting relationship with foreign country in which Parent, the Company or any of its subsidiaries then conducts business or affiliates reasonably has plans to conduct business, provided that after the end of Executive’s employment Competitive Business shall exclude product lines or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant services that account for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control less than 5% of the Company. (c) Since ’s aggregate revenue as projected in the Company’s then current business plan for the three-year period following termination of employment. It is not the intent of this covenant to bar Executive from employment in any company whose general business is the manufacture of communications equipment or delivery of communications services, only to limit specific and direct competition with the Company as aforesaid. In furtherance thereof, it is acknowledged that it shall not be a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition 8.1 for Executive to any other right and remedy available to it, provide services to an injunction restraining entity or person that is not itself a Competitive Business, but has a division, business unit or segment that is a Competitive Business, so long as Executive demonstrates to the Company’s reasonable satisfaction that Executive does not and will not, directly or indirectly, provide services or advice to such breach division, business unit or a threatened breachsegment that is the Competitive Business. Notwithstanding the foregoing, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction nothing contained in this Section 7 Agreement shall be deemed prevent Executive from being an investor in securities of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to be invalid, illegal, his total investments or unenforceable by reason to the aggregate of the extent, duration, outstanding securities of the issuer of the same class or geographical scope thereof, or otherwise, then issue of the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyspecific securities involved. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of Employee’s employment with the Company, Employee is and will become familiar with trade secrets and other Confidential Information concerning the Company Group and that Employee’s services will be of special, unique and extraordinary value to the Company Group. Therefore, Employee hereby covenants and agrees that, during the Employment Period and for six (6) months after the Termination Date (the “Restricted Period”), Employee shall not, without prior express written approval by the Board, directly or indirectly through any other Person or Persons (whether for compensation or otherwise): (a) During the term of this Agreement and for a period of one (1) year commencing on the expiration own or termination (if earlier) of this Agreementhold any debt or equity interest in, Consultant agrees that he/she will not perform consulting manage, operate, control, consult with, render services for, or research services engage, join or participate in the Field ownership, management, operation or control of, or furnish any capital or loans to, any Person engaged in or actively pursuing the Business (as set forth in Schedule A) which competes with the Company (a “Competing Business”), either as an owner, officer, general or limited partner, principal, proprietor, joint venturer, shareholder, director, member, manager, investor, lender, agent, employee, consultant consultant, trustee, affiliate or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope.or (b) During the term of this Agreement and for a period of one provide to any Competing Business (1whether as owner, officer, general or limited partner, principal, proprietor, joint venturer, shareholder, director, member, manager, investor, agent, employee, consultant, trustee, affiliate or otherwise) year commencing on the expiration any executive, managerial, strategic or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce business development services similar to those services that Employee provided to any individual who is then, or has been within the preceding six-month period, an employee or consultant member of the Company or any of its subsidiaries or affiliates to terminate his/her Group during Employee’s employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, Company. Employee acknowledges and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 8 shall be deemed to be invalidoperate throughout the United States, illegalCanada, or unenforceable by reason and any NATO country. Nothing herein shall prohibit Employee from being a passive owner of not more than one percent (1%) of the extentoutstanding securities of any publicly traded company engaged in a Competing Business, durationso long as Employee has no active participation in such Competing Business. In addition, or geographical scope thereof, Employee agrees and acknowledges that the potential harm to any member of the Company Group of its non-enforcement outweighs any harm to Employee of its enforcement by injunction or otherwise, then . Employee acknowledges that Employee has carefully read this Agreement and has given careful consideration to the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereofrestraints imposed upon Employee by this Agreement, and is in its reduced form such restriction shall then be enforceable in full accord as to their necessity. Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to the manner contemplated hereby. (d) The provisions of subject matter, time period and geographical area and that this Section 7 shall survive any termination or expiration 8 is ancillary to the sale of this Agreement.the Company from Employee to BioNovelus, Inc.

Non-Competition. (a) During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (1a) year commencing on Officer shall not, without the expiration prior written consent of Corporation, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes own, manage, operate, control, be connected with the Company (as an officer, employee, partner, consultant or otherwise) for any other commercial entity or found , or otherwise hold an equity interest engage or participate in any corporation or other business entity engaged in the Field (other than as business of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a shareholder limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a publicly- competitive business which is regularly traded corporation, provided that Consultant exercise no operational on a national securities exchange or strategic control over such corporation) unless Consultant obtains prior written approval from in the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity over-the-counter market shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopethe foregoing covenant. (b) During Simultaneously with the term Effective Date and upon each anniversary of this Agreement the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and for a period extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant percent of the Company or any outstanding class of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companysecurities. (c) Since a breach Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the provisions geographical location of this Section 7 could not adequately be compensated by money damagessuch customer, the Company client, tenant or account, nor shall be entitledOfficer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in addition any business similar to any other right or in competition with that of Corporation. Officer h▇▇▇▇▇ acknowledges and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained set forth in this Section 7 shall be deemed 5 constitute a reasonable restriction on his ability to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right compete with Corporation and will not adversely affect his ability to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyearn income sufficient to support himself and/or his family. (d) The provisions parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this Section 7 covenant are unenforceable, such determination shall survive any termination or expiration not render the entire covenant unenforceable. Rather, the excessive aspects of this Agreementthe covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

Non-Competition. In consideration of the Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that from the date hereof and until the longer of (ai) During the term last day of this Agreement the Term and for (ii) a period of one 12 months beyond Executive’s date of termination of employment from the Company or any of its subsidiaries or affiliates for any reason, including the expiration of the Term (1the “Restricted Period”), Executive shall not, directly or indirectly, engage in, assist or become associated with a Competitive Activity. For purposes of this Section 2(b): (i) year commencing a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in any jurisdiction of a kind being conducted by the Company or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates and, for avoidance of doubt, such affiliates to exclude Liberty Media Corporation or Liberty Interactive Corporation or any of their respective subsidiaries), in any jurisdiction as of the Effective Date or at any time thereafter; and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive 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. Notwithstanding the foregoing, (i) Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than 5% of the 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 expiration NASDAQ National Market System if Executive is not otherwise affiliated with such corporation; (ii) Executive may serve as an employee or termination partner (if earlieror otherwise invest or hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity, provided that such ownership interest does not constitute greater than 20% of this Agreement, Consultant agrees that he/she will such investment firm’s total assets under management and Executive is not perform consulting directly involved with the provision of direction or research services management of such entity engaged in the Field Competitive Activity, including the investment decisions thereof; and (as set forth in Schedule Aiii) which competes with the Company (Executive may serve as an employee, consultant employee of or otherwise) for any other commercial entity or found partner (or otherwise hold an equity interest ownership interest) in any other business entity a consultancy or investment bank engaged in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporationproviding advisory services to entities engaged in Competitive Activities, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from Executive is not directly involved in the Chief Executive Officer provision of the Companyadvisory services to such entities engaged in the Competitive Activity. Notwithstanding the foregoing, which approval shall not be unreasonably withheld or delayed. For avoidance of doubtto the extent that, the Consultant’s existing obligations solely due to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During scope of the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant business of the Company or any of its subsidiaries or affiliates (e.g., by virtue of an acquisition or strategic change), Executive has become “associated with a Competitive Activity” (i.e., for purposes of clarity, Executive’s activity prior to terminate his/her employment such change in scope was permissible under this Section 2(b)), then Executive shall have a reasonable period of time, not to exceed 12 months, to cure such association with a Competitive Activity, including by resignation (if personal services), liquidation or consulting relationship unwinding (if investment-related) or eliminating any activity or involvement with such entity engaged in the Company or any of its subsidiaries or affiliates or Competitive Activity, in all cases on such terms as are reasonably acceptable to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. During (ai) During the term of this Agreement Executive's employment with the Company and for a period of one (1ii) the two (2) year commencing on period immediately following the expiration 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 termination indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule Aa "Competitive Business") which competes with the Company any business then being conducted by such Sunbeam Entity; (as an employee, consultant or otherwiseB) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld solicit or delayed. For avoidance of doubtencourage any officer, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates the Sunbeam Entities to terminate his/her employment or consulting relationship with leave the Company or employ of any of its subsidiaries the Sunbeam Entities for employment by or affiliates with any Competitive Business; and (C) shall not solicit, divert or take away, or attempt to divert or to become take away, the business or patronage of any of the customers or accounts, or prospective customers or accounts, of any Sunbeam Entity, which were contacted, solicited or served by the Executive while employed by or enter into contractual relations with 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 other individual or entitypublicly traded corporation. Following the Date of Termination, and ownership by the Consultant Executive of not more than five percent (5%) of any publicly traded corporation shall not approach constitute a violation hereof. If, at any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directlytime, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company 14(c) shall be entitleddetermined to be invalid or unenforceable, in addition by reason of being vague or unreasonable as to any other right area, duration or scope of activity, this Section 14(c) shall be considered divisible and remedy available shall become and be immediately amended to itonly such area, duration and scope of activity as shall be determined to an injunction restraining such breach or a threatened breach, be reasonable and in either case no bond enforceable by the court or other security body having jurisdiction over the matter; and the Executive agrees that this Section 14(c) as so amended shall be required in connection therewithvalid and binding as though any invalid or unenforceable provision had not been included herein. Consultant agrees that the provisions For purposes of this Section 7 14(c), the design, manufacture and marketing of outdoor barbecue grills and small kitchen appliances shall be construed to be a Competitive Business; provided, however, that the gross revenues derived from sales of such products by such competitor are necessary and reasonable to protect greater than the Company in the conduct lesser of (i) 10% of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, total revenues and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby(ii) $500,000,000. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. The Executive agrees that he shall not during the Employment Period and, if applicable, the Severance Period, without the approval of the Board of Directors of the Company, directly or indirectly, alone or as partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, stockholder or otherwise (other than as provided below), engage in any “Competitive Business” within the United States. For purposes of the foregoing, the term “Competitive Business” shall mean any business involved in development, marketing, sale or support of products or services (a) which can reasonably be expected to cause customers not to use the Company’s or any of its subsidiaries’ or affiliates’ products or services or (b) which are similar to or competitive with products or services provided or supplied by the Company or any of its subsidiaries or affiliates. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period applicable above from acting as a passive investor by owning not more than one percent (1%) of the issued and outstanding capital stock of any publicly-held company. The Executive, at his option, may elect to eliminate the above restrictions in this Section 8 only during the Severance Period but any such election shall, without further action, be deemed an automatic and irrevocable relinquishment by Executive and termination of all of his rights to pay and benefits under Section 5.a. During the term of this Agreement Employment Period and the Severance Period, if applicable, and for a period of one (1) year commencing on after the later of expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporationEmployment Period and the Severance Period, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains the Executive shall not, without the prior written approval from consent of the Chief Executive Officer Board of Directors of the Company, which approval shall not be unreasonably withheld directly, or delayed. For avoidance of doubtindirectly, the Consultant’s existing obligations to perform consulting and research services for any other person alone or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments as partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, stockholder or scope. otherwise, (ba) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade solicit or induce any individual who is thenemployee, or has been within the preceding six-month period, an employee independent contractor or consultant of the Company or any of its subsidiaries current or affiliates future subsidiary or affiliate thereof to terminate his/or reduce his or her employment or consulting relationship engagement with the Company or any current or future subsidiary or affiliate thereof or (b) solicit the business of its subsidiaries or affiliates any business from any current or future customer or supplier to become employed by the Company or enter into contractual relations with any other individual current or entity, and the Consultant shall not approach future subsidiary or affiliate thereof or induce any such employee customer or consultant for any such purpose supplier not to do business with or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, reduce its business transactions with the Company shall be entitled, in addition to or any other right and remedy available to it, to an injunction restraining such breach subsidiary or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope affiliate thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During Executive recognizes and agrees that Internap has many substantial, legitimate business interests that can be protected only by his agreement not to compete with Internap under certain circumstances. These interests include, without limitation and on a national basis, Internap’s contacts and relationships with its clients and active prospects, Internap’s reputation and goodwill in the industry, and Internap’s rights in its Confidential Information. Therefore, Executive agrees that during the term of this Agreement his employment with Internap and for a period of one (1) year commencing after his employment ends for any reason whatsoever and except as provided in the paragraph immediately following, he shall not, voluntarily or involuntarily, directly or indirectly, on his own behalf or on the expiration or termination (if earlier) behalf of this Agreementanother, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (whether as an employee, consultant contractor, consultant, director or otherwiseagent or in another capacity, engage in the businesses of (i) for managed high performance Internet connectivity, (ii) hosting or colocation services, (iii) virtual private network services (iv) content distribution network services or (v) any other commercial entity line of business in which the company is then engaged for (x) any account that is a customer of Internap or found or otherwise hold an equity interest in its affiliates unless he is providing substantially different services to any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval customer from the Chief Executive Officer services he provided to Internap or (y) any competitor of Internap or its affiliates. If, within one year after commencement of Executive’s employment with the Company, which approval shall not be unreasonably withheld Executive voluntarily terminates such employment or delayed. For avoidance of doubtsuch employment is terminated for any reason by the Company, the Consultant’s existing obligations non-compete period shall be equal to perform consulting and research services for any other person or entity shall not be a violation the number of this paragraph; provided days that Executive was an employee of the Company prior to such existing obligations do not materially change in either time commitments or scope. (b) During termination. Executive also agrees that during the term of this Agreement his employment with Internap and for a period of one (1) year commencing on the expiration years after such employment ends for any reason whatsoever, he shall not directly or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade indirectly employ or seek to employ any person employed by Internap nor directly or indirectly solicit or induce any individual who is then, such person to leave Internap. Executive acknowledges that the breach or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a threatened breach of the above noncompetition and/or nondisclosure provisions of this Section 7 would cause irreparable injury to Internap that could not be adequately be compensated by money damages, . Internap may obtain a restraining order and/or injunction prohibiting my breach or threatened breach of the Company shall be entitlednoncompetition and/or nondisclosure provisions, in addition to any other right and remedy available to it, to an injunction restraining such breach legal or a threatened breach, and in either case no bond or other security shall equitable remedies that may be required in connection therewithavailable. Consultant Executive agrees that the provisions above noncompetition provision, including its duration, scope and geographic extent, is fair and reasonably necessary to protect Internap’s client relationships, goodwill, Confidential Information and other protectable interests. Provided that Executive has been employed with the Company for at least one year, if Executive wishes to compete with the Company during the one-year period after his termination of this Section 7 are necessary employment, Executive will submit a bona fide written offer of employment he has received from a prospective employer to the Company’s Chief Executive Officer and General Counsel, who will analyze such proposed employment in light of the then current facts and circumstances. The Chief Executive Officer may, in his sole and reasonable discretion, provide a written waiver of all or a portion of the non-compete limitations imposed on Executive. If such written waiver is unreasonably withheld, Executive shall remain subject to protect the non-compete limitations. The non-solicitation obligations set forth above are not subject to the potential waiver described in the preceding sentence and will remain in full force and effect pursuant to its terms. Executive will fully defend, indemnify and hold harmless the Company in for any claims brought against it by Executive or third parties as a result of any decision the conduct of its business. If any restriction contained in this Section 7 shall be deemed Company makes not to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebywaive Executive’s non-compete obligations. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2 or, for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis: (1a) year commencing on Officer shall not, without the expiration prior written consent of Corporation, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes own, manage, operate, control, be connected with the Company (as an officer, employee, partner, consultant or otherwise) for any other commercial entity or found , or otherwise hold an equity interest engage or participate in any corporation or other business entity engaged in the Field (other than as business of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a shareholder limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a publicly- competitive business which is regularly traded corporation, provided that Consultant exercise no operational on a national securities exchange or strategic control over such corporation) unless Consultant obtains prior written approval from in the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity over-the-counter market shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopethe foregoing covenant. (b) During the term Simultaneously with Officer’s execution of this Agreement and for a period upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant percent of the Company or any outstanding class of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Companysecurities. (c) Since a breach Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the provisions geographical location of this Section 7 could not adequately be compensated by money damagessuch customer, the Company client, tenant or account, nor shall be entitledOfficer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in addition any business similar to any other right or in competition with that of Corporation. Officer hereby acknowledges and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained set forth in this Section 7 shall be deemed 5 constitute a reasonable restriction on his ability to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right compete with Corporation and will not adversely affect his ability to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyearn income sufficient to support himself and/or his family. (d) The provisions parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this Section 7 covenant are unenforceable, such determination shall survive any termination or expiration not render the entire covenant unenforceable. Rather, the excessive aspects of this Agreementthe covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

Non-Competition. (a) 6.1. The Service Provider acknowledges that the provisions of this Agreement are reasonable and necessary to legitimately protect the Company’s interests, its property, its business and its goodwill. The Service Provider further acknowledges that it has carefully reviewed the provisions of this Agreement and fully understands the consequences thereof. 6.2. During the term of this Agreement and for a period of one (1) year commencing on after its termination, the expiration Service Provider shall not, and shall cause any of its employees, affiliates, owners, partners, managers, agents, shareholders, directors not to, directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting without the Company’s prior written consent, engage, establish, open or research services in the Field (as set forth in Schedule A) which competes with the Company (any manner whatsoever become involved, directly or indirectly, either as an employee, consultant owner, partner, agent, shareholder, director, service provider or otherwise) for , in any business, occupation, work or any other commercial entity or found or otherwise hold an equity interest activity which is competing with the Accelerator in the territory of Israel. Without derogating from the foregoing, the Service Provider shall grant the Company a right of first offer to include in the Accelerator any company before allowing any such company to participate in any other business entity accelerator operated by, or affiliated with, Service Provider. 6.3. The Service Provider shall, and shall cause any of its affiliates, owners, managers, shareholders, partners or directors to, refrain from investing in any Participant without the Field (other than as Company’s prior written consent. Without derogating from the foregoing, the Company shall have a shareholder right of less than 2% first refusal to invest in any Participant, and the Service Provider shall not prevent nor circumvent such right in any manner. 6.4. Service Provider agrees and acknowledges that the Company enters into this Agreement with Service Provider, inter alia, due to Company’s expectations to being offered an opportunity to participate in, any Opportunity, and nothing contained herein or otherwise shall be deemed to have the effect of the stock of a publicly- traded corporationCompany renouncing, provided that Consultant exercise no operational any interest or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer expectancy of the CompanyCompany in, which approval shall not be unreasonably withheld or delayedin being offered an opportunity to participate in, any Opportunity. For the avoidance of doubt, the Consultant’s existing obligations APC in its sole and absolute discretion shall decide whether or not to perform consulting and research services for pursue any other person Opportunity. An “Opportunity” is any matter, transaction or entity shall not be a violation of this paragraph; provided interest that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is thenpresented to, or has been within the preceding six-month periodacquired, an employee created or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled developed by, or is under common control which otherwise comes into the possession of the Company. (c) Since a breach Service Provider, any Service Provider Personnel or any owner, partner, member, director, shareholder, employee, affiliate or agent of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitledService Provider, in addition connection with their relationship with APC or in their capacity as service provider to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyAPC. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During In view of the term unique and valuable services expected to be rendered by Executive to the US Shipping Group, Executive’s knowledge of this Agreement the trade secrets and for a period other proprietary information relating to the business and in consideration of one (1) year commencing on the expiration or termination (if earlier) of this Agreementcompensation to be received hereunder and Executive’s direct ownership interest in the Parent and indirect ownership in the Partnership, Consultant Executive agrees that he/she will not perform consulting during his employment by the Company and, following the termination of Executive’s employment hereunder, during the Non-Competition Period (as defined below), Executive shall not, directly or research indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or 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, (i) any business which is competitive with products or services of the US Shipping Group in the Field United States of America or (as set forth in Schedule Aii) which competes with any business conducted under any corporate or trade name utilized by the Company (as an employee, consultant US Shipping Group or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in name similar thereto without the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer consent of the Company; provided, however, that Executive may own any securities of any corporation which approval shall is engaged in such business and is publicly owned and traded but in an amount not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for exceed at any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either one time commitments or scope. (b) During the term of this Agreement and for a period of one percent (1) year commencing on the expiration or termination (if earlier%) of this Agreement, Consultant will not solicit, entice, persuade any class of stock or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant securities of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entitycorporation. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant hereby agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 following activities shall not be deemed to be invalid, illegal, or unenforceable by reason a business competitive with the business of the extentUS Shipping Group: (i) employment, durationfollowing termination of employment hereunder, by any entity that is not engaged in the ownership and operation of vessels engaged in the coastwise trade under the ▇▇▇▇▇ Act; (ii) employment, following termination of employment hereunder, by an entity that has divisions or geographical scope thereofaffiliates engaged in the ownership and operation of vessels engaged in the coastwise trade under the ▇▇▇▇▇ Act as long as Executive is employed in a division or affiliate of such entity that does not, directly or otherwiseindirectly, then engage in the court making ownership and operation of vessels engaged in the coastwise trade under the ▇▇▇▇▇ Act and Executive does not share information, directly or indirectly, with those divisions and/or affiliates of such determination shall have entity engaged in the right ownership and operation of vessels engaged in the coastwise trade under the ▇▇▇▇▇ Act; or (iii) transportation of chemical products on the tank barges listed on Schedule A hereto and, subject to reduce the provisions of Section 9(b) below, any other tank barges of less than 15,000 tons deadweight, other than the transportation of petroleum or petroleum products, as long as either (i) ▇▇. ▇▇▇▇▇▇ continues to engage in such extent, duration, geographical scope, business on a continuous basis after the date hereof or other provisions (ii) if ▇▇. ▇▇▇▇▇▇ does not continue to engage in such business on a continuous basis after the date hereof, and at the time ▇▇. ▇▇▇▇▇▇ determines to reenter such business, the US Shipping Group is not then engaged in its reduced form such restriction shall then be enforceable in the manner contemplated herebybusiness. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. During (ai) During the term of this Agreement Consulting Period and for a (ii) the two-year period of one (1) year commencing on immediately following the expiration or earlier termination of the Consulting Period, the Consultant (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) shall not engage, anywhere within the geographical areas in which competes any Acquisition Entity is then conducting its business operations, directly or indirectly, alone, in association with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporationshareholder, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Companyprincipal, which approval shall not be unreasonably withheld or delayed. For avoidance of doubtagent, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreementpartner, Consultant will not solicitofficer, enticedirector, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company any other organization, in any "Competitive Business" which competes with any business then being conducted by such Acquisition Entity; (B) shall not solicit or encourage any officer, employee, independent contractor, vendor or consultant of any of its subsidiaries the Acquisition Entities to leave the employ of, or affiliates to terminate his/her employment or consulting otherwise cease his relationship with the Company or with, any of its subsidiaries the Acquisition Entities; and (C) shall not solicit, divert or affiliates take away, or attempt to divert or to become employed take away, the business or patronage of any of the customers or accounts, or prospective customers or accounts, of any Acquisition Entity, which were contacted, solicited or served by or enter into contractual relations with any other individual or entity, and Acquisition Entity during the time the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions was engaged by any other individual or entity. The term “affiliate” shall mean Acquisition Entity (including any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control employment of the Company. (c) Since Consultant prior to the date hereof). Notwithstanding anything herein to the contrary, the Consultant will not be in violation of this provision if he owns five percent or less of the outstanding voting stock of a breach of publicly-traded corporation as to which the Consultant is neither an officer, director, nor employer. If, at any time, the provisions of this Section 7 could not adequately be compensated by money damages, the Company 6(d) shall be entitleddetermined to be invalid or unenforceable, in addition by reason of being vague or unreasonable as to any other right area, duration or scope of activity, this Section 6(d) shall be considered divisible and remedy available shall become and be immediately amended to itonly such area, duration and scope of activity as shall be determined to an injunction restraining such breach or a threatened breach, be reasonable and in either case no bond enforceable by the court or other security shall be required in connection therewith. body having jurisdiction over the matter; and the Consultant agrees that the provisions this Section 6(d) 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 7 are necessary 6(d), Consultant and reasonable to protect Company agree that Competitive Business shall mean the Company in corrections or penal management businesses and the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, administration or unenforceable by reason of the extent, duration, or geographical scope servicing thereof, or otherwise, then and the court making such determination shall have inmate telephone business and the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebypay telephone business generally. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement Term and for the Restricted Period following the termination of the Executive’s employment (for any reason), the Executive shall not, whether individually, as a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreementdirector, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an manager, member, stockholder, partner, owner, employee, consultant or otherwise) for agent of any other commercial entity business, or found or otherwise hold an equity interest in any other business entity in the Field (capacity, other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant behalf of the Company Group, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit the Executive’s name to be used by, act as a consultant or any of its subsidiaries advisor to, render services for (alone or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations in association with any other individual person, firm, corporation or entitybusiness organization), and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean otherwise assist any person or entity that directlyengages in or owns, invests in, operates, manages or indirectly through one controls any venture or more intermediaries, is controlled enterprise which engages or is controlled by, proposes to engage in any business conducted by the Company Group on the Termination Date or is under common control within twelve (12) months of the Company. (c) Since a breach Executive’s termination of employment in the provisions of this Section 7 could not adequately be compensated by money damages, geographic locations where the Company shall be entitled, in addition to any other right and remedy available to itGroup engages or, to an injunction restraining the Executive’s knowledge, proposes to engage in such breach business (the “Business”) (it being understood that any business primarily engaged in manufacturing, production or a threatened breach, and in either case no bond or other security wholesale distribution shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall not be deemed to be invalidengaged in the Business). Notwithstanding the foregoing, illegalnothing in this Agreement shall prevent the Executive following the Term from (x) joining a private equity firm that may own a portfolio company that is engaged in the Business, provided that (A) the Executive does not, during the Restricted Period, provide services to such portfolio company, and is not otherwise involved in the management or operations of such portfolio company and (B) the Executive does not provide advice or services to such private equity firm or its affiliates with respect to a proposed or consummated investment in any venture or enterprise that engages or proposes to engage in the Business, or unenforceable by reason (y) owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the extentpublicly traded common equity securities of any company engaged in the Business (so long as the Executive has no power to manage, durationoperate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or geographical scope thereof, or otherwise, then similar governing official of the court making such determination shall have competing enterprise other than in connection with the right to reduce such extent, duration, geographical scope, or other provisions hereof, normal and customary voting powers afforded the Executive in its reduced form such restriction shall then be enforceable in the manner contemplated herebyconnection with any permissible equity ownership). (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. For a period of three (a3) During years from and after the Closing Date, each of the Stockholders shall not directly or indirectly, (i) seek, obtain or accept a "Competitive Position" in the "Restricted Territory" with a "Competitor" of the Company (as such terms are hereafter defined), or (ii) solicit, directly or indirectly, any customers, clients, accounts, officers, employees, agents or representatives of the Company, BOL, the Parent, or its affiliates. For purposes of this Agreement, a "Competitor" of the Company means any business, individual, partnership, joint venture, association, firm, corporation or other entity engaged, wholly or partly, in the business of selling internet access service, web site design or web hosting services, or in any related business which the Company and/or its affiliates may engage in or actively plan to engage in from time to time during the term of this Agreement covenant; the "Restricted Territory" means the New England states, Delaware, Pennsylvania, Maryland, New York and for New Jersey; a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes "Competitive Position" means any employment with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant Competitor of the Company or self-employment whereby Stockholders will use or are likely to use any Confidential Information (as defined below), or whereby the Stockholders have duties for such Competitor that are the same or substantially similar to those actually performed by Stockholders for the Company under the terms of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company Surviving Corporation. Nothing contained in this SECTION 10 is intended to prevent either Stockholder from investing in stock or other securities listed on a national securities exchange or actively traded on the over the counter market or any corporation engaged, wholly or partly, in the sale of its subsidiaries telecommunications products or affiliates services; provided, however, that either Stockholder and members of his immediate family shall not, directly or to become employed by indirectly, hold more than a total of two percent (2%) of all issued and outstanding stock or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking securities of any such actions by corporation. If the final judgment of a court of competent jurisdiction declares that any other individual term or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions provision of this Section 7 could not adequately be compensated by money damagesis invalid or unenforceable, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees parties hereto agree that the provisions court making the determination of this Section 7 are necessary and reasonable invalidity or unenforceability shall have the power to protect reduce the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extentscope, duration, or geographical scope thereofarea of the term or provision, to delete specific words or phrases, or otherwise, then to replace any invalid or unenforceable term or provision that is valid and enforceable and that comes closest to expressing the court making such determination shall have intention of the right to reduce such extent, duration, geographical scope, invalid or other provisions hereofunenforceable term or provision, and in its reduced form such restriction this Agreement shall then be enforceable in as so modified after the manner contemplated hereby. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreementthe time within which the judgment may be appealed.

Non-Competition. By and in consideration of the Company’s entering into this Agreement, and in further consideration of Undersigned’s exposure to the information described in paragraph 1 (“Confidential Information”) of the Company Group, Undersigned agrees that Undersigned shall not, during the later of (a) During the term (“Term”) of this Agreement any employment agreement that Undersigned has with the Company Group and for a period of one (1) year commencing on following the expiration termination of any such agreement (“Termination Date”) and (b) three years from the Effective Date (the “Restriction Period”), directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant for compensation or otherwise) for , engage in or have any other commercial entity or found or otherwise hold an equity interest in any other Restricted Enterprise (as defined below), including, without limitation, holding any position as a stockholder, officer, consultant, independent contractor, Undersigned, partner, member, or investor in, any Restricted Enterprise; provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of securities of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this paragraph, so long as Undersigned does not have, or exercise, any rights to manage or operate the business entity in the Field (of such fund or issuer other than rights as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational limited partner or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayedstockholder thereof. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation purposes of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliateRestricted Enterprise” shall mean any person real estate enterprise in the business of acquiring, developing, owning, leasing, managing or entity that directlyselling real estate properties used in the self-storage business and any other lines of business the Company Group is participating in, or indirectly through one or more intermediarieshas taken substantive steps towards participating, is controlled or is controlled by, or is under common control as of the Company. (c) Since a breach of Effective Date, during any Term or Undersigned’s Termination Date, that is competitive with the provisions of this Section 7 could not adequately be compensated business conducted by money damages, the Company Group on the Effective Date, during any Term or the Termination Date, within the United States and anywhere outside the United States where the Company Group and its direct or indirect subsidiaries, partnerships and joint ventures are operating or have taken substantive steps towards operating as of Undersigned’s Termination Date. This paragraph shall be entitled, in addition not apply with respect to any other right non-competition provisions if Undersigned’s post termination activities constitute the practice of law and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that would violate the provisions Texas Rules of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyProfessional Conduct rule 5.06. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. The 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 so long as he remains employed by the Company (awhether under this agreement or any other written or oral agreement or arrangement) During and for a period of up to one (1) year after the term 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 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 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 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 Company'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 commencing after the termination or expiration of any such employment 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, on behalf of himself or any other person, to recruit or otherwise solicit or induce any person who is an executive of; or otherwise engaged by, the expiration Company or termination (if earlier) any successor to the business of this Agreement, Consultant agrees that he/she will not perform consulting the company or research services in any affiliate of the Field (as set forth in Schedule A) which competes Company to terminate his or her employment or other relationship with the Company (or such successor or affiliate. The Executive shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, mark, logo, trade dress or other identifying words o▇ ▇▇ages which are the same as an employeeor similar to those used at any time by the Company or any affiliate in connection with any product or service, consultant whether or otherwise) for any other commercial entity or found or otherwise hold an equity interest not such use would be in any other a business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided competitive with that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer 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, which approval shall and the Executive hereby acknowledges the sufficiency of the consideration for this Restrictive Covenant. This Restrictive Covenant is not be unreasonably withheld executory or delayedotherwise subject to rejection under the Bankruptcy Code. For avoidance This Restrictive Covenant is a reasonable an necessary restraint of doubttrade and does not violate the Sherman Antitrust Act, the Consultant’s existing obligations to perform consulting Florida Antitrust Act, or ▇▇▇ ▇▇mmon law; it is supported by valid business interests, including the protection of MegaMedia trade secrets and research services for any other person or entity shall not be a violation confidential business information and the protection of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During MegaMedia's relationships with its customers and prospective customers, and the term of this Agreement and for a period of one (1) year commencing on restriction is essential to the expiration or termination (if earlier) full protection of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its businessthose valid business interests. If any restriction contained in portion of this Section 7 Restrictive Covenant is held by a court of competent jurisdiction to be unreasonable, arbitrary, or against public policy for any reason, this Restrictive Covenant shall be deemed considered divisible as to line of business, time, and geographic area; if a court of competent jurisdiction should determine the specified lines of business, the specified period, or the specified geographic area to be invalidunreasonable, illegalarbitrary, or unenforceable by reason against public policy for any reason, a narrower line of the extentbusiness, durationa lesser period, or geographical scope thereofa smaller geographic area that is determined to be reasonable, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereofnon-arbitrary, and in its reduced form such restriction shall then not against public policy for any reason, may be enforceable in enforced by MegaMedia against the manner contemplated herebyExecutive. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During In view of the term unique and valuable services expected to be rendered by Executive to the US Shipping Group, Executive’s knowledge of this Agreement the trade secrets and for a period other proprietary information relating to the business and in consideration of one (1) year commencing on the expiration or termination (if earlier) of this Agreementcompensation to be received hereunder, Consultant Executive agrees that he/she will not perform consulting during his employment by the Company and, following the termination of Executive’s employment hereunder, during the Non-Competition Period (as defined below), Executive shall not, directly or research indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or 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, (i) any business which is competitive with products or services of the US Shipping Group in the Field United States of America or (as set forth in Schedule Aii) which competes with any business conducted under any corporate or trade name utilized by the Company (as an employee, consultant US Shipping Group or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in name similar thereto without the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer consent of the Company; provided, however, that Executive may own any securities of any corporation which approval shall is engaged in such business and is publicly owned and traded but in an amount not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for exceed at any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either one time commitments or scope. (b) During the term of this Agreement and for a period of one percent (1) year commencing on the expiration or termination (if earlier%) of this Agreement, Consultant will not solicit, entice, persuade any class of stock or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant securities of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entitycorporation. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 following activities shall not be deemed to be invalida business competitive with the business of the US Shipping Group during the Non-Competition Period: (i) employment, illegalfollowing termination of employment hereunder, by any entity that is not engaged in the ownership and operation of vessels engaged in the coastwise trade under the ▇▇▇▇▇ Act; or (ii) employment, following termination of employment hereunder, by an entity that has divisions or affiliates engaged in the ownership and operation of vessels engaged in the coastwise trade under the ▇▇▇▇▇ Act as long as Executive is employed in, or unenforceable by reason otherwise only provides services to, a division or affiliate of the extentsuch entity that does not, durationdirectly or indirectly, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable engage in the manner contemplated herebyownership and operation of vessels engaged in the coastwide trade under the ▇▇▇▇▇ Act and Executive does not share information, directly or indirectly, with those divisions and/or affiliates of such entity engaged in the ownership and operation of vessels engaged in the coastwise trade under the ▇▇▇▇▇ Act. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (a) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% In view of the stock of a publicly- traded corporationunique and valuable services expected to be rendered by Executive to the Company, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer Executive's knowledge of the Company's trade secrets and other proprietary information made available to Executive relating to the business and in consideration of the compensation to be received hereunder, which approval Executive agrees that during his employment (the “Contractual Non-Competition Period”) by the Company, and following the termination of Executive's employment hereunder for a further period of twelve (12) months (the “Post-Contractual Non-Competition Period”, together with the Contractual Non-Competition Period the “Non-Competition Period”). Executive shall not not, directly or indirectly, whether as owner, partner, joint venturer, stockholder, employee, agent, principal, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be unreasonably withheld employed by, or delayed. For avoidance render any consultation or business advice with respect to any person, firm, corporation, business or other organization engaged in fields of doubtdevelopment and marketing of software, media design, multimedia entertainment as well as services, and in the business of an advertising agency in Germany, where, at the time of the termination of his employment hereunder, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant business of the Company or any of its subsidiaries or other affiliates is being conducted, or is proposed to be conducted as set forth in the Company's then current annual plan for operation within the Non-Competition Period, in any manner whatsoever, provided, however, that Executive may passively own any securities of any corporation which is engaged in such business and is publicly owned and traded on a recognized national securities exchange but in an amount not to exceed at any one time five percent (5%) of any class of stock or securities of such corporation. (b) In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or other affiliates has a business relationship to cancel, terminate his/her employment or consulting diminish any such business relationship with the Company or any of its subsidiaries or other affiliates or to become employed by solicit, interfere with or enter into contractual relations with entice from the Company any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the CompanyCompany or any of its subsidiaries or other affiliates. (c) Since a breach The obligations pursuant to Section 9(a) and (b) shall apply for Germany. If the area in which the Company engaged in its business activities changes, or if the area in which Executive performed his work duties changes within the term of this Agreement, the obligations pursuant to Section 9(a) and (b) shall apply for the area in which the Company engaged in its business activities at the time of the provisions termination of this Section 7 could not adequately be compensated by money damages, Agreement and for the Company shall be entitled, area in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that which Executive performed his work duties within the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebypast two (2) years. (d) During the Post-Contractual Non-Competition Period the Company shall pay Executive compensation in the amount of US$ 83,237.35 (the “Compensation”). The provisions Compensation is to be. paid as a one-time lump-sum at the beginning of the Post-Contractual Non-Competition Period. Executive will be entitled to the Compensation even if the Company waives its rights under this non-competition covenant with respect to the Post-Contractual Non-Competition Period. Any amounts, be it in cash or in kind (including any benefits received from unemployment insurance) Executive will receive, earn in the course of any other employment or engagement or would have earned had he not maliciously failed to pursue other opportunities during the Post-Contractual Non-Competition Period shall be set-off from any further compensation which has to be paid pursuant to mandatory German law, if any, to the extent legally permissible. Executive shall, upon request by the Company, provide information with respect to the amount of his earnings and details of the respective employer. BIRD & BIRD 6/10 Employment Agreement Eugen Barteska The WAAT Corp. Execution Copy - May 9, 2006 (e) Executive undertakes to pay a contractual penalty in the amount of EUR 10,000 for each case of breach of his obligation pursuant to Section 9(a) and (b). The aforementioned penalty shall be due for each additional month or portion thereof during which such violation persists. As long as Executive is in breach of his obligations pursuant to Section 9(a) and (b), the Company shall not be obliged to pay to Executive the compensation set forth in Section 9(c). The Company reserves the right to claim further damages. (f) Sections 74 et seq. of the German Commercial Code (Handelsgesetzbuch) shall apply accordingly. (g) If any portion of the restrictions set forth in this Section 7 9 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall survive any termination or expiration of this Agreementnot thereby be adversely affected.

Non-Competition. (a) During The Key Person hereby covenants and agrees that he or she shall not while he or she is an employee, officer, director or consultant of any Celator Group Company or during the term of this Agreement and for a period of one (1) year commencing on period after he or she ceases to be such, engage in any of the expiration following activities: (a) either directly or termination (if earlier) of this Agreementindirectly as principal, Consultant agrees that he/she will not perform consulting agent, owner, proprietor, partner, shareholder, director, officer or research services otherwise, own, operate, carry on, be engaged in the Field (operation of, have any financial interest in, lend any monies to, guarantee any liabilities or obligations of, act as set forth a consultant to or provide management services to any business operation, whether a proprietorship, partnership, joint venture, corporation or otherwise which is engaged in Schedule A) the Business or which competes directly with the a Celator· Group Company (as an employee, consultant or otherwise) for any other commercial entity or found or otherwise hold an equity interest in any other business entity anywhere in the Field (other than as world where a shareholder of less than 2% of the stock of a publicly- traded corporationCelator Group Company markets, provided that Consultant exercise no operational sells, or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Companylicenses for market or sale,. its products, which approval shall not be unreasonably withheld technology, intellectual property or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope.services; (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration directly or termination (if earlier) of this Agreement, Consultant will not indirectly solicit, enticeinterfere with or endeavour to direct or entice away from a Celator Group Company any customer, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company client or any person, firm or corporation in the habit of its subsidiaries or affiliates to terminate his/her employment or consulting relationship dealing with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Celator Group Company.; or (c) Since interfere with, entice away or otherwise attempt to obtain the withdrawal of any employees of a breach Celator Group Company. The covenants made in this Article 5 are made by the Key Person acknowledging that he or she has specific and extensive knowledge of the provisions affairs of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, Celator Group and that the Celator Group operates and seeks out business in addition to any other right a broad geographical area. The Key Person hereby acknowledges and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction restrictions contained in this Section 7 Article 5 are reasonable and valid and that all defenses to strict enforcement thereof are hereby waived. The words making up this Article 5 are severable, and without limiting the generality of the foregoing, if any of the capacities, activities, periods of time or geographic areas specified in this Article 5 are considered by a court of competent jurisdiction as being unreasonable, void or unenforceable, the parties hereto agree that such court shall be deemed authorized to be invalidand is hereby requested and directed to limit such capacities, illegalactivities, periods of time or unenforceable by reason geographic areas to such capacities, activities, periods of the extent, duration, time or geographical scope thereof, or otherwise, then geographic areas as the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, considers reasonable and in its reduced form such restriction shall then be enforceable in the manner contemplated herebycircumstances (any such determination as to a particular element is individually referred to as a “Revised Term”). Where the court specifies one or more Revised Terms, such term or terms shall automatically replace the corresponding term or terms set forth herein and be binding upon the parties to the same extent as if originally set forth herein. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. (ai) During the term of this Agreement and for a period of one Non-Compete Period, the Executive shall not, directly or indirectly through an intermediary, (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (as an employee, consultant solicit or otherwise) for encourage any other commercial entity client or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant customer of the Company or any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Company or any Company Affiliate any existing business arrangements with the Company or any Company Affiliate or to transfer existing business from the Company or any Company Affiliate to any other person or entity, or (B) without the prior written consent of its subsidiaries the AFG Board and the AAC Board, which consent shall not be unreasonably withheld, be engaged by, or affiliates have a financial or any other interest in (other than compensatory equity), the portion of any corporation, firm, partnership, proprietorship or other business entity or enterprise, whether as a principal, agent, employee, director, consultant, stockholder, partner or in any other capacity, which (x) materially competes with AAC or any Company Affiliate in any business conducted by AAC or any Company Affiliate as of the Effective Date or in any business acquired or developed by AAC or any Company Affiliate after the Effective Date that generates $5,000,000 or more of net income in the fiscal year prior to terminate his/her employment termination of employment, provided that in no event shall the above limitations apply to any money or consulting asset management business, including, without limitation, a private equity or hedge fund business engaged in management of alternative investments , or (y) is a financial institution which has an adversarial relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any Company Affiliate (other individual or entity, than normal trading activities) and the Consultant shall not approach any Executive’s role with such employee financial institution would involve in a material manner such institution’s relationship with the Company or consultant for any such purpose or authorize or knowingly approve Company Affiliate; provided, however, that the taking Executive may own, as a passive investor, securities of any such actions entity that has outstanding publicly traded securities or is passively owned through an interest in a hedge fund or private equity fund, so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and, while employed by AAC does not otherwise violate any other individual Company or Company Affiliate policy applicable to the Executive. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity. The term “affiliate” shall mean any person or entity Executive acknowledges that directlythis covenant has a unique, or indirectly through one or more intermediariesvery substantial and immeasurable value to the Company and Company Affiliates, is controlled or is controlled bythat the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, or is under common control as a result of the Companyforegoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. (cii) Since a breach of If the provisions of this restrictions contained in Section 7 could not adequately be compensated by money damages, the Company 8(d)(i) shall be entitled, in addition to determined by any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions court of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed competent jurisdiction to be invalid, illegal, or unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 8(d)(i) shall be modified to be effective for the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in the manner contemplated herebyall other respects as to which it may be enforceable. (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.

Non-Competition. After the Effective Date and through the end of a 36-month period after Seller (aor Shareholder) During no longer is a limited liability company member of Purchaser or any of its Affiliate(s) (the term “Term”), each of this Agreement and for a period of one (1) year commencing on the expiration Restricted Parties agrees, during the Term, not to be involved directly or termination (if earlier) of this Agreementindirectly, Consultant agrees that he/she will not perform consulting or research services in the Field (as set forth in Schedule A) which competes with the Company (either as an employee, officer, director, agent, lender, stockholder, partner, member, self-employed individual, contractor, or consultant with a Person, or otherwiseas manager, owner or operator with any Person engaged in a Motor Vehicle Dealership Business within the Restricted Area. Further, during the Term, each of the Restricted Parties agrees not to engage in Competition with any Protected Party within the Restricted Area. Competition within the Restricted Area includes activities outside the Restricted Area to the extent that such activities include contacting Clients within the Restricted Area or otherwise involve buying, selling, repairing or otherwise dealing in or with competitive goods or services within the Restricted Area; provided, however, that general advertising or marketing (but not direct marketing to Clients, such as direct mail, email, or telephone solicitation) for that may be published in the Restricted Area will not violate the foregoing restriction so long as such products do not promote the sale or service of products of Manufacturer or its Affiliates or any other commercial entity vehicle manufacturer or found or otherwise hold an equity interest in any other business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayedcontain their trademarks. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control of the Company. (c) Since a breach of the provisions of this Section 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. (d) The provisions of this Section 7 3 will not, however, prevent any Restricted Party from owning less than 1% of the outstanding stock of any publicly traded corporation engaged in competition, so long as no Restricted Party engages in such corporation’s business or otherwise engages in Competition with any Protected Party. Notwithstanding anything herein to the contrary, neither (i) the operation by Seller or Shareholder of the RV Dealership Business in the Restricted Area, nor (ii) the future incidental sale of a vehicle or vehicle parts in the Restricted Area by any Person in or with respect to which a Restricted Party owns an interest or manages as of the Effective Date, shall survive any termination or expiration be a breach of this AgreementSection 3.

Non-Competition. In consideration of Company's agreement to provide to Mr. Hall the benefits as ▇▇▇▇▇▇▇▇ in this Agreement: (a) During the term of this Agreement and for For a period of one two (12) year commencing on years following the expiration Revocation Date (the "Noncompetition Period"), Mr. Hall specifically agr▇▇▇ ▇▇▇▇ Mr. Hall shall not, eithe▇ ▇▇▇▇▇▇ly or termination (if earlier) indirectly, as a stockholder of this Agreement, Consultant agrees that he/she will not perform consulting any corporation or research services in the Field (as set forth in Schedule A) which competes with the Company (partner of any partnership or as an employeeowner, consultant investor, principal, officer, director or otherwise) for any other commercial entity agent, or found or otherwise hold an equity interest in any other manner, engage in any business entity in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporation, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer including any trade association which relates to any business of the Company), within the continental United States (the "Geographic Area"), which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, competes in any manner with any business conducted by Company immediately prior to the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scopeRevocation Date. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement, Consultant will Mr. Hall agrees not solicit, entice, persuade or induce any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his/her employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, d▇▇▇▇▇▇▇ or indirectly through one or more intermediaries, is controlled or is controlled by, or is under common control solicit any of the Company's employees to work for Mr. Hall or for any b▇▇▇▇▇▇▇ which is competitive with any business conducted by the Company prior to the Revocation Date, within the Geographic Area and during the Noncompetition Period. (c) Since a breach Mr. Hall specifically ▇▇▇▇▇▇▇▇▇ges that he has had access to Confidential Information (as hereinafter defined), including without limitation, prospective and existing customers or customer lists of the provisions Company, including the most sensitive and confidential information concerning the operations of this Section 7 could not adequately be compensated the Company. Mr. Hall covenants and ag▇▇▇▇ ▇▇▇t during the Noncompetition Period and within the Geographic Area, except as otherwise approved in writing by money damagesthe Company, the Mr. Hall shall not, direc▇▇▇ ▇▇ ▇ndirectly, for himself, or through, on behalf of, or in conjunction with any person, persons, partnership, association, corporation, or entity, divert or attempt to divert or solicit any prospective or existing customer of Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach competitor by direct or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, indirect inducement or otherwise, then the court making such determination and shall have the right not disclose any Confidential Information to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated herebyany third party. (d) The provisions periods of time during which Mr. Hall is prohibited ▇▇▇▇ ▇▇▇aging in such business practices pursuant to Subsections 9(a), 9(b) and 9(c) shall be extended by any length of time during which Mr. Hall is in breach of ▇▇▇ ▇▇ ▇uch covenants. (e) The restrictive covenants contained within this Section 7 shall survive any termination or expiration 9 are essential elements of this Agreement, and that, but for the agreement of Mr. Hall to comply with s▇▇▇ ▇▇▇▇nants, the Company would not have entered into this Agreement. (f) If any portion of the covenants set forth in this Section 9 are held by a court of competent jurisdiction to be unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Mr. Hall agree that, if a▇▇ ▇▇▇▇▇ of competent jurisdiction determines that the Noncompetition Period or the Geographic Area applicable to this Agreement is unreasonable, arbitrary and/or against public policy, then a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Mr. Hall. (g) M▇. ▇▇▇▇ does hereby r▇▇▇▇▇▇▇▇ and warrant to the Company and Hughes: (i) ▇▇. Hall has had acces▇ ▇▇ ▇▇▇ has become knowledgeable concerning, the trade secrets of Company; (ii) That this Section 9 is being executed by Mr. Hall to protect the l▇▇▇▇▇▇▇▇e business interests of Company, including, without limitation the trade secrets, valuable confidential information that otherwise does not qualify as trade secrets, and the substantial relationships that the Company has with existing or prospective customers; (iii) That the Noncompetition Period and the Geographic Area is appropriate and reasonable in all respects in light of the nature of the business of the Company and the legitimate need of the Company to protect its customer bases and branch locations; and (iv) That the execution and delivery of this Agreement, the performance by Mr. Hall of the covenants ▇▇▇ ▇▇▇eements contained herein, and the enforcement by Company of the provisions contained herein, will cause no undue hardship on Mr. Hall. (h) The Company and Mr. Hall agree that the ▇▇▇▇▇▇▇▇g covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.

Non-Competition. (a) During The Senior Advisor acknowledges and recognizes the term highly competitive nature of this Agreement the businesses of the Company and for a period its affiliates. The Senior Advisor further acknowledges and agrees that in the course of one (1) year commencing the Senior Advisor's subsequent employment with the Company or its affiliates, the Senior Advisor has been and will be provided with access to sensitive and proprietary information about the clients, prospective clients, knowledge capital and business practices of the Company or its affiliates, and has been and will be provided with the opportunity to develop relationships with clients, prospective clients, consultants, employees, representatives and other agents of the Company or its affiliates, and the Senior Advisor further acknowledges that such proprietary information and relationships are extremely valuable assets in which the Company or its affiliates or any of their predecessors have invested and will continue to invest substantial time, effort and expense. Accordingly, the Senior Advisor agrees that during the Employment Term, the Senior Advisor shall not, directly or indirectly, on the expiration Senior Advisor's behalf or termination (if earlier) on behalf of any other person, firm, corporation, association or other entity, as an employee or otherwise, engage in, or in any way be concerned with or negotiate for, or acquire or maintain any ownership interest in, a Competitive Enterprise. For purposes of this Agreement, Consultant agrees "Competitive Enterprise" shall mean a business (or business unit) that he/she will not perform consulting (i) engages in any activity or research services in the Field (as set forth in Schedule Aii) which competes with the Company (as an employee, consultant owns or otherwise) for any other commercial entity or found or otherwise hold an equity controls a significant interest in any other business entity that engages in the Field (other than as a shareholder of less than 2% of the stock of a publicly- traded corporationany activity, provided that Consultant exercise no operational or strategic control over such corporation) unless Consultant obtains prior written approval from the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld or delayed. For avoidance of doubt, the Consultant’s existing obligations to perform consulting and research services for any other person or entity shall not be a violation of this paragraph; provided that such existing obligations do not materially change in either time commitments or scope. (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreementcase, Consultant will not solicit, entice, persuade or induce competes anywhere with any individual who is then, or has been within the preceding six-month period, an employee or consultant of activity in which the Company or any of its subsidiaries or affiliates to terminate his/her is engaged at the time of Senior Advisor's termination of employment or consulting relationship with the Company or any of its subsidiaries or affiliates or to become employed by or enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve the taking of any such actions by any other individual or entityunder this Agreement. The term “affiliate” shall mean any person or entity that directlyactivities covered by the previous sentence include, or indirectly through one or more intermediarieswithout limitation, is controlled or is controlled byinvestment banking financial advisory services and merchant banking and related services. Notwithstanding anything to the contrary in this Section 10, or is under common control of the Company. (c) Since a breach of the foregoing provisions of this Section 7 could 11 shall not adequately be compensated by money damages, prohibit the Company shall be entitled, in addition to any other right and remedy available to it, Senior Advisor's providing services to an injunction restraining entity having a stand-alone business unit which unit would, if considered separately for purposes of the definition of "Competitive Enterprise" hereunder, constitute such breach or a threatened breachCompetitive Enterprise, provided the Senior Advisor is not providing services to such business unit and provided further that employment in either case no bond or other security shall be required in connection therewith. Consultant agrees that a senior executive capacity of the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 business shall be deemed to be invalidemployment in the Competitive Enterprise. Further, illegalnotwithstanding anything in this Section 11, or unenforceable the Senior Advisor shall not be construed to be in violation of this Section 11 solely by reason of the extentowning, durationdirectly or indirectly, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, any stock or other provisions hereofsecurities of a Competitive Enterprise (or comparable interest, and including a voting or profit participation interest, in its reduced form any such restriction shall then be enforceable Competitive Enterprise) if the Senior Advisor's interest does not exceed 5% of the outstanding capital stock of such Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in the manner contemplated herebysuch Competitive Enterprise). (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement.