Common use of Non-Competition Clause in Contracts

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, while employed during the Protected Period, and for one year after the Employee's termination of employment, unless the Employee has waived the Transaction Bonus and the equity consideration described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) As a condition mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of revenues at the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest time in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in direct competition with the Company or which performs services or sells goods which are similar in any market. If, however, the Employee has waived the Transaction Bonus and the equity consideration described in Subsections 6(b) and 6(c), this covenant not to those providedcompete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, sold, or contemplated to be provided or sold, by but acknowledges that the Company. (b) Since the damages to Employee will receive sufficiently higher remuneration and other benefits from the Company resulting from a breach of these provisions could not adequately be compensated by money damages, hereunder than the Company shall be entitled to, in addition Employee would otherwise receive to any other right or remedy available to it, an injunction restraining justify such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by lawrestriction. The Initial Subscribers agree Employee acknowledges that the Employee understands the effect of the provisions of this paragraph are necessary Section 10, and the Employee has had reasonable time to protect consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company in and the conduct of its business. If any restriction Employee consider the restrictions contained in this paragraph Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be deemed invalidirrevocable. In the event of such a waiver, illegal or unenforceable by reason the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of extent, duration, geographical scope hereof, 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 herebyemployment.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers The Participant hereby acknowledges and agrees that it will have access due to the Participant’s position with the Company and become familiar its Affiliates and the Participant’s knowledge of the Confidential and Proprietary Information (as defined below), the Participant’s employment by or affiliation with certain confidential information and trade secrets relating entities would be detrimental to the Company's operations, customers, Company and other information, and that much of the information its Affiliates. The Participant hereby agrees that the Initial Subscribers Participant has not and will be exposed not during the Participant’s term of service to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, its Affiliates and for a period equal to the greater of 12 months, which period shall commence immediately following (i) five (5) years from the date voluntary termination of signing of this Subscription Agreement; the Participant’s service with the Company or its Affiliates for any reason, or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion the termination of its Membership Interest in the Participant’s employment by the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notfor Cause, directly or indirectly, whether voluntarily or involuntarilybecome employed by, engage assist, consult to, advise in any business activity within manner or have any material interest in, any Competitive Entity, with which the United States that is in competition Participant would hold a role or is reasonably expected position similar to be in competition any role or position the Participant held with the Company, or for whom the Participant would provide services similar to those the Participant provided to the Company, during the 24 months preceding the termination of the Participant’s service with the Company or in which performs services the Participant would have responsibility for or sells goods access to confidential information similar or relevant to that which are similar the Participant had access to those providedduring the 24 months preceding the termination of the Participant’s service with the Company or its Affiliates. A “Competitive Entity” shall mean any multiple system operator and any person, soldentity or business that competes with any of the Company’s or any of its Affiliate’s cable television, video programming distribution, advertising, voice-over internet protocol, telephone, on-line data, content and wired or wireless data businesses, or contemplated mobile phone/data and MVNO business, as well as such other businesses as the Company and its Affiliates engage in as of the date of termination of the Participant’s service with the Company or its Affiliates. The Participant’s agreement not to compete shall be limited to within 100 miles of the office(s), whether home or business, from which the Participant reported, primarily worked or provided substantial services on behalf of the Company or soldits Affiliates during the 24 months preceding the termination of the Participant’s service with the Company. Ownership of not more than one percent of the outstanding stock of any publicly traded company shall not, by the Company. (b) Since the damages to the Company resulting from itself, constitute a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions violation of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyprovision.

Non-Competition. In consideration of this Agreement, the Employee --------------- agrees that, during the Employment Term, and for one year thereafter, unless the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), the Employee shall not act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business engaged to a material extent in the manufacture or sale of (a) As a condition mattresses or other bedding products or (b) any other products which constitute more than ten percent (10%) of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of revenues at the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest time in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in direct competition with the Company or which performs services or sells goods which are similar in any market. If, however, the Employee has waived the Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c), this covenant not to those providedcompete shall be void upon the Employee's termination of employment. The Employee understands that the foregoing restrictions may limit the Employee's ability to engage in certain business pursuits during the period provided for above, sold, or contemplated to be provided or sold, by but acknowledges that the Company. (b) Since the damages to Employee will receive sufficiently higher remuneration and other benefits from the Company resulting from a breach of these provisions could not adequately be compensated by money damages, hereunder than the Company shall be entitled to, in addition Employee would otherwise receive to any other right or remedy available to it, an injunction restraining justify such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by lawrestriction. The Initial Subscribers agree Employee acknowledges that the Employee understands the effect of the provisions of this paragraph are necessary Section 10, and that the Employee has had reasonable time to protect consider the effect of these provisions, and that the Employee was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company in and the conduct of its business. If any restriction Employee consider the restrictions contained in this paragraph Section 10 to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of -------------------------------------------------------------------------------- Page 17 -------------------------------------------------------------------------------- competent jurisdiction, the Parties intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. In the event of a breach or threatened breach of this Section 10 by the Employee, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions hereof and the Company will be entitled to pursue such other remedies at law or in equity which it deems appropriate. During the ten (10) day period ending on the date of a Change of Control, the Employee may, by written notice to the Company, elect to waive his Transaction Bonus and the equity considerations described in Subsections 6(b) and 6(c). Such waiver shall be deemed invalidirrevocable. In the event of such a waiver, illegal or unenforceable by reason the Employee's agreement not to compete with the Company as set forth in this Section 10 shall be void upon his termination of extent, duration, geographical scope hereof, 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 herebyemployment.

Non-Competition. (a) As a condition of its ownership of a Membership Interest 7.1 The Employer and Employee agree that in the Company, each consideration of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant transaction giving rise to this Subscription Agreementagreement and the Employment provided hereunder, for a period equal to the greater Employee shall not, during the term of (i) five (5) this agreement, or 5 years from the date of signing of this Subscription Agreement; on which the Employee ceases to be employed by the Employer ("Post- Termination Non-Competition Period") alone or (ii) two (2) years after such time in partnership with any other person, firm or corporation, as principal, agent, shareholder or in any Initial Subscriber shall have transferred other manner, carry on or sold such portion of its Membership Interest be engaged in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notor concerned with or interested in, directly or indirectly, whether voluntarily or involuntarilyadvise, engage be employed by, or permit his name or any part thereof to be used by any person, firm or corporation engaged in or interested in any enterprise which is competitive to the Employer's business, solicit or attempt to solicit the business activity within of any customer of the United States Employer who has been a customer of the Employer at any time in the thirty- six months preceding the date of termination or expiry of this agreement, or request or influence any employee of the Employer to terminate his employment. The Employee acknowledges and confirms that the scope of this covenant is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case all respects no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and more than reasonable to protect the Company Employer. 7.2 The Employee acknowledges, agrees, and understands that, without prejudice to any and all remedies available to the Employer, an injunction is the only effective remedy for any breach of the Employee's covenants under paragraph 6.1 and that the Employer would suffer irreparable harm and injury in the conduct event of its businessany such breach. If Accordingly, the Employee hereby agrees that the Employer may apply for and have injunctive relief, including an interim or interlocutory injunction, in any restriction court of competent jurisdiction, to enforce any of the provisions of paragraph 6.1 upon the breach or threatened breach thereof. The Employee further agrees that the Employer may apply for and is entitled to said injunctive relief without having to prove damages, and is entitled to all costs and expenses, including reasonable legal costs. 7.3 The Employee understands and agrees that the restrictions and covenants contained in paragraph 6.1 constitute a material inducement to the Employer to enter into this agreement and to employ the Employee, and that the Employer would not enter into this agreement absent such inducement. The Employee agrees that the restrictions and covenants contained in this paragraph shall be deemed invalidconstrued independent of any other provisions of this agreement, illegal and the existence of any claim or cause of action by the Employee against the Employer, whether predicated under this agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of said restrictions and covenants contained in this paragraph. Further, any clause or provisions of this paragraph that may be found unenforceable shall be considered to be severable from the rest of this paragraph, which remaining portions shall continue in full force and effect in accordance with the terms of this paragraph and agreement. 7.4 On the cessation of his employment with the Employer, otherwise than by reason of extent, duration, geographical scope hereofthe liquidation of the Employer, or otherwiseby reason of dismissal from the Employer for misconduct or serious breach of contractual obligations, then the Court making such determination shall have Employer agrees that should the right Employee in good faith be offered a position, acceptance of which would cause him to reduce such extentbe in breach of the obligations contained in paragraph 6.1, durationthe Employer will pay to him the lesser of his base salary until the end of the Post-Termination Non- Competition Period or the amount of the financial loss that would be suffered by the Employee by declining the offer, geographical scope or other provided that the Employee has made written application to the company within 7 days of the offer to be released from the provisions hereofof paragraph 6.1, and, in its reduced form, such restriction shall then be enforceable in and the manner contemplated herebyEmployer has refused to release him.

Non-Competition. (a) As a condition CCI acknowledges that as the Parent of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that uBid it will have access has become privy to and become familiar with certain confidential information and trade secrets relating of uBid and further acknowledges that it will derive substantial benefits from the consummation of the transactions contemplated by this Agreement and that purchasers of Common Stock of uBid in the IPO will be making substantial investments in reliance upon the agreement contained in this Section 6.3 that the knowledge and expertise developed by uBid and available to CCI will be preserved and will not be used in competition with uBid. CCI hereby agrees that it is reasonable and necessary for the Company's operations, customersprotection of uBid that it agree, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and accordingly CCI hereby does agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementthat, for a period equal to the greater of (i) five (5) years nine months from the date of signing of this Subscription Agreement; Distribution Date (the "Noncompetition Period"), CCI will not directly or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest indirectly engage in the Company so Internet online auction business in substantially the same manner and format as to result in total ownership conducted by uBid on the date hereof (the "uBid Business") or become a stockholder, partner or owner of less than a two percent (2%) equity interest any other person, corporation, firm or business that is engaged in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyuBid Business. (b) Since The invalidity or non-enforceability of this Section 6.3 in any respect shall not affect the damages validity or enforceability of this Section 6.3 in any other respect or of any other provisions of this Agreement. In the event that any provision of this Section 6.3 shall be held invalid or unenforceable by a court of competent jurisdiction by reason of the geographic or business scope or the duration thereof, such invalidity or unenforceability shall attach only to the scope or duration of such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, and, to the fullest extent permitted by law, this Agreement shall be construed as if the geographic or business scope or the duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable. (c) CCI acknowledges that the Company resulting from a would suffer irreparable harm if CCI were to breach the provisions of these provisions could not adequately this Section 6.3 and that the Company's remedy at law for any such breach is and will be compensated by money damages, insufficient and inadequate and that the Company shall be entitled toto equitable relief, including by way of temporary and permanent injunction, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect remedies the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall may 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 herebyat law.

Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive. (a) As The term of Non-Competition (herein so called) shall be for a condition term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason. (b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its ownership affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of a Membership Interest in the Company, each with respect to any products of the Initial Subscribers acknowledges and agrees Company that it will have access to and become familiar with certain confidential information and trade secrets relating were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the Company's operations, customers, and other information, and that much termination of the information that the Initial Subscribers will be exposed to constitute trade secrets of Executive's employment with the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of any capacity which would (i) five (5) years from utilize the date Executive's services with respect to such business within any state of signing the United States, or any substantially comparable political subdivision of this Subscription Agreementany other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) two (2) years after utilize the Executive's services in selling any products similar to such time as any Initial Subscriber shall have transferred or sold such portion products of its Membership Interest in the Company so as to result in total ownership any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a two percent Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause. (2%c) equity interest in During the Companyterm of Non-Competition, Executive will not, and resigned from the management will not permit any of the Company, each of the Initial Subscribers agree that it will nothis affiliates to, directly or indirectly, whether voluntarily recruit or involuntarilyotherwise solicit or induce any employee, engage in any business activity within customer, subscriber or supplier of the United States that is in competition Company to terminate its employment or is reasonably expected to be in competition arrangement with the Company, otherwise change its relationship with the Company or which performs services establish any relationship with the Executive or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by any of his affiliates for any business purpose deemed competitive with the business of the Company. (bd) Since The Executive acknowledges that the damages geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates. (e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the Company resulting from a breach invalid provisions. If any court construes any of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereofSection 10, or otherwiseany part thereof, then to be unreasonable because of the Court making duration or scope of such determination provision, such court shall have the right power to reduce the duration or scope of such extentprovision and to enforce such provision as so reduced. (f) As used in this Section 10, duration, geographical scope "Company" shall include Atrium Corporation and any of its direct or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyindirect subsidiaries.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in The Employee agrees that from and after the Company, each date hereof and ending on the third anniversary of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much termination date of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it Employee’s employment hereunder he will not, directly or indirectly, whether voluntarily or involuntarily, engage in or be concerned with or interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be used or employed by, any business activity within (whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer, beneficial or record owner (other than as a passive investor owning less than a 2% interest in a publicly held company )) which is competitive in any respect with any of the United States that businesses of the Company and its subsidiaries as conducted as of the date the Employee’s employment is terminated hereunder or which is, directly or indirectly, engaged in competition the design, development, production, marketing or is reasonably expected to be in competition with distribution of products of the nature designed, developed, produced marketed or distributed by the Company or which performs services or sells goods which are similar any of its subsidiaries as of the date of the Employee’s employment is terminated hereunder. In the event that this agreement is assigned to those provided, sold, or contemplated to be provided or sold, by any entity other than a subsidiary of the Company, this non-competition clause shall refer to the businesses of the Company and its subsidiaries and not those of the assignee as of the date of any such assignment. (b) Since If any of the damages foregoing provisions relating to the duration, business or geographic scope of this covenant shall be held to be more restrictive than permitted by the law of the jurisdiction in which the Company resulting from seeks enforcement thereof by the final determination of a court of competent jurisdiction, and all appeals therefrom shall have failed or the time for such appeals shall have expired, such provision, shall be limited to the extent permitted by law. (c) It is agreed that it would be impossible to fully compensate the Company for damages for breach of these provisions could not adequately be compensated by money damagesthe obligations of the Employee hereunder. Accordingly, the Employee and the Company specifically agree that the company and any of its affiliates or successors shall be entitled to, in addition to any other right or remedy available temporary and permanent injunctive relief to it, an injunction restraining enforce such breach or threatened breach, obligations and in any case no bond or other security shall that such relief may be required in connection therewith except as required by law. The Initial Subscribers agree that granted without the provisions necessity of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyproving actual damages.

Non-Competition. (a) As a condition of In the event that Executive's employment under this Agreement shall terminate during its ownership of a Membership Interest in the Companyterm, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant period of time with respect to this Subscription Agreement, for a period equal which Executive is entitled to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years receive compensation hereunder after such time as any Initial Subscriber termination, Executive shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily own, operate, be employed by, be a director of, act as a consultant for, be associated with, or involuntarilybe a partner or have a proprietary interest in, engage any enterprise, partnership, association, corporation, joint venture or other entity, which is competitive with the medical practice management services business of MedPartners, or any subsidiary or affiliate thereof, in any county in a state where MedPartners or its subsidiaries or affiliates are conducting such business activity within at the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those time of such termination; provided, soldhowever, or contemplated to that if such termination shall occur as a result of a Change in Control, this Section 12 shall be provided or sold, by the Companyvoid and shall be of no further force and effect. (b) Since The parties have entered into this Section 12 of this Agreement in good faith and for the damages reasons set forth in the recitals hereto and assume that this Agreement is legally binding. If, for any reason, this Section 12 is not binding because of its geographical scope or because of its term, then the parties agree that this Agreement shall be deemed effective to the Company resulting from widest geographical area and/or the longest period of time (but not in excess of one year) as may be legally enforceable. (c) Executive acknowledges that the rights and privileges granted to MedPartners in this Section 12 are of special and unique character, which gives them a peculiar value, the loss of which may not be reasonably or adequately compensated for by damages in an action of law, and that a breach thereof by Executive of this Section 12 will cause MedPartners great and irreparable injury and damage. Accordingly, Executive hereby agrees that MedPartners shall be entitled to remedies of injunction, specific performance or other equitable relief to prevent a breach of these provisions could this Section 12 of this Agreement by Executive. This provision shall not adequately be compensated by money damages, the Company shall be entitled to, in addition to construed as a waiver of any other right rights or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, remedies MedPartners may have for damages 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.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that While employed by the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of One (i1) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber year thereafter, Executive shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, engage in, operate, have any investment or interest or otherwise participate in any manner (whether voluntarily as an employee, officer, director, partner, agent, security holder, creditor, consultant or involuntarilyotherwise) in any Competing Business (as defined below); provided, that Executive may continue to hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any company that is publicly traded, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of capital stock of such company. For purposes of this Agreement, the term “Competing Business” means any corporation, company, partnership, sole proprietorship, business, or other person or entity that is engaged in the design, development of energy resources and or the production of electrical energy. Executive has carefully read and considered the provisions of Sections 9 and 11 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees, for the protection of the business of the Company. Executive acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 11. It is the belief of the parties, therefore, that the best protection that can be given to the Company that does not in any way infringe upon the rights of Executive to engage in any business activity within unrelated businesses is to provide for the United States that is in competition or is reasonably expected to be in competition with restrictions described above. In view of the Company or substantial harm which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting would result from a breach by Executive of these provisions could not adequately be compensated by money damagesSections 9 or 11, the Company parties agree that the restrictions contained therein shall be entitled to, in addition enforced to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required the maximum extent permitted by law. The Initial Subscribers In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph covenant shall be deemed invalid, illegal or unenforceable as fully enforceable as if it had been set forth herein by reason of extent, duration, geographical scope hereof, 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.

Non-Competition. Except in accordance with the terms and conditions of the Transaction Documents and subject to applicable Law, for a period commencing on the Closing Date and ending on the third (3rd) anniversary of the Effective Date (the “Restricted Period”), Seller shall not, and shall cause its Affiliates not to, manufacture, market, exploit, promote, sell or distribute any pharmaceutical product for which tapentadol is the primary ingredient (such activities, “Competitive Activity”); provided, however, that notwithstanding the foregoing, this Section 6.27 shall not restrict Seller or its Affiliates from (a) As acquiring (including by merger or consolidation) a condition Person or substantially all of its ownership the assets of a Membership Interest Person engaged in Competitive Activity, provided that such Person’s Competitive Activity represents less than 25% of such Person’s total assets or gross sales, (b) continuing the operation of a Person or assets acquired pursuant to clause (a) above and (c) beneficially owning up to 10%, on a fully-diluted basis, of the total equity interests outstanding of any Person engaged in Competitive Activity. Seller acknowledges that (i) the agreements set forth in this Section 6.27 (the “Restrictive Covenants”) impose a reasonable restraint in light of the activities and business of Seller and its Affiliates as of the Effective Date and the current business of Purchaser, Seller and their respective Affiliates and (ii) monetary damages would not be an adequate remedy for any breach of the Restrictive Covenants and that Purchaser shall therefore be entitled to specific performance of the Restrictive Covenants (but subject to Section 10.14) to prevent any violations thereof. In addition, during the Restricted Period, Seller and its Affiliates will not facilitate or assist any third party in the Company, each filing of an abbreviated new drug application with respect to the Initial Subscribers Products. Purchaser acknowledges and agrees that it will have access notwithstanding the foregoing, the Restrictive Covenants shall not apply to and become familiar with certain confidential information and trade secrets relating any Person who succeeds (by purchase, merger, consolidation, change of control, operation of Law or otherwise) to the Company's operationsall, customers, and other information, and that much substantially all or a majority of the information capital stock, assets or business of Seller or its Affiliates that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree may already manufacture, develop, distribute, market, use or sell a product that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notmay compete, directly or indirectly, whether voluntarily or involuntarilywith any of the Products. For the avoidance of doubt, engage in any business activity within the United States Parties agree that is in competition or is reasonably expected to no portion of the Purchase Price shall be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages allocated to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained covenants set forth in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebySection 6.27.

Non-Competition. (a) As a condition Such Restricted Party agrees that such Restricted Party shall not, at any time during the period of time during which such Restricted Party is providing services to the Facility and continuing during the Restricted Period, on such Restricted Party’s own behalf or on behalf of any other Person (other than Holdco Group), directly or indirectly (including through another Person, including its ownership of a Membership Interest Family Group or any Affiliate) enter into or attempt to enter into any Restricted Business or own voting equity in, or form or operate as an owner, equity holder, interest holder, stockholder, officer, director, member, manager, partner, co-venturer, any business engaged in the Company, each of the Initial Subscribers activities relating to any Restricted Business. (b) Such Restricted Party acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsthat, customersfor purposes of this Agreement, and other informationindirect acts by such Restricted Party shall include, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used without limitation, an act by any of the Initial Subscribers in a manner Person directly or indirectly controlled by such Restricted Party. (c) Such Restricted Party acknowledges that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date confidential and propriety information and the goodwill associated with the Business and its customers, suppliers, vendors and employees is an integral component of signing the value of the Business being acquired by Holdco in this Agreement and Braves in the Merger Agreement and that the obligations of such Restricted Party under this Agreement are a material inducement to Holdco’s execution and performance of this Subscription Agreement and Braves’ execution and performance of the Merger Agreement; or , (ii) two (2) years after at the time that these restrictive covenants are made, to the extent applicable to such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in Restricted Party, the Company so limitations as to result time, geographic scope and activity to be restrained, as described in total ownership this Section 2 are reasonable and do not impose a greater restraint than necessary to protect Holdco’s and Braves’ legitimate business interests and the value to Holdco and Braves of less than the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the Confidential Information, the relationships with employees and customers, and/or the goodwill and business productivity of the Business, (iii) such Restricted Party has carefully read this Agreement and has given careful consideration to the restraints imposed upon such Restricted Party by this Agreement and consents to the terms of such restrictive covenants and (iv) the restrictions set forth in this Agreement are fair and reasonable in light of the nature of the operations of the Business and geographic scope, which reasonably correlates to the Restricted Area. (d) Notwithstanding anything to the contrary in this Section 2, (a) the Restricted Parties may own or hold, solely as passive investments, securities of a two publicly traded corporation involved in a Restricted Business; provided that, for each such investment, (i) the aggregate securities held by the Restricted Parties do not exceed three percent (23%) equity interest in of the Companyoutstanding securities of such Restricted Business, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not(ii) no Restricted Party, directly or indirectly, whether voluntarily participates in, or involuntarilyattempts to influence, engage the management, direction or policies of such Restricted Business (other than through the exercise of any voting rights held by such Restricted Party in any business activity connection with such securities), (b) if the Restricted Party retains ownership in the Company following the Merger, the Restricted Party shall remain subject to the terms and conditions of the Operating Agreement of the Company, and (c) the Restricted Party may provide services for a Restricted Business within the United States that is Restricted Territory so long as the Restricted Party does not own or hold any securities in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companysuch Restricted Business. (be) Since the damages Notwithstanding anything to the Company resulting from contrary in this Section 2, a breach Restricted Party who is a licensed physician by ‎the applicable state medical board in which such Restricted Party practices or in which such Facility is located may, at all times:‎ (i) have access to medical records of these provisions could not adequately the physician's patients upon authorization of the ‎pertinent patient and any copies of medical records to the extent permitted by applicable ‎state and federal Legal Requirements upon payment of a reasonable fee when permitted by applicable ‎Legal Requirements, which access will be compensated by money damages, in the Company shall be entitled to, format in addition which those records are normally maintained; and (ii) provide continuing care and treatment to any other right or remedy available to it, patients during the course of an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.acute illness.‎

Non-Competition. (a) As a condition Executive recognizes that his duties will entail the receipt of its ownership of a Membership Interest Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company, each of the Initial Subscribers acknowledges Company at substantial cost and agrees that it will have access to constitute valuable and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets unique property of the Company. The Initial Subscribers understand Accordingly, the Executive acknowledges that protection of Trade Secrets and agree that Confidential Information is a legitimate business interest. Executive agrees not to compete with the Company has during the Employment Term and for a legitimate interest in assuring that such confidential information reasonable and trade secrets are not used by any of limited period thereafter. Therefore, during the Initial Subscribers in a manner that would be disadvantageous to Employment Term and during the Company. As a resultapplicable Continuation Period thereafter (or, in exchange the event of as termination for Cause by the consideration provided pursuant to this Subscription AgreementCompany or without Good Reason by the Executive, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage Competing Business in any business activity within manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the United States that is Executive shall breach the covenants contained in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagesthis Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled toto at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other right provision of this Agreement or remedy available to it, an injunction restraining such breach or threatened breachany other agreement between the Company and Executive, and in that the existence of any case no bond claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other security agreement, shall be required in connection therewith except as required not constitute a defense to the enforcement by lawthe Company of such covenants. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable subsection (d) shall not be applicable to protect Executive if Executive is terminated from employment without Cause or the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.Executive resigns from employment for Good Reason

Non-Competition. (a) As In consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a condition competitor of its ownership of a Membership Interest in the Company, each Executive agrees that during her employment and for an additional period of twelve (12) months immediately following the termination of her employment (for whatever reason) (the “Noncompetition Term”), she shall not directly or indirectly enter into or attempt to enter into the Restricted Business in the United States or Canada. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the Initial Subscribers acknowledges provisions of this Section 9 are reasonable and agrees that it will have access are no broader than are necessary to and become familiar with certain confidential information and trade secrets relating to protect the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets legitimate business interests of the Company. The Initial Subscribers understand This noncompetition provision shall survive the termination of Executive’s employment (for any reason) and agree can only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company has would not employ her or provide her with access to its Confidential Information but for her covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Executive agree that in the event a legitimate interest in assuring that such confidential information and trade secrets are not used by court should decline to enforce any terms of any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing provisions of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber Section 9, that Section 9 shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected be deemed to be in modified or reformed to restrict Executive’s competition with the Company or to the maximum extent, as to time, geography and business scope, which performs services or sells goods which are similar to those the court shall find enforceable; provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled tohowever, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security event shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall Section 9 be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebymore restrictive to Executive than those contained herein.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that While employed by the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of One (i1) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber year thereafter, Executive shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, engage in, operate, have any investment or interest or otherwise participate in any manner (whether voluntarily as an employee, officer, director, partner, agent, security holder, creditor, consultant or involuntarilyotherwise) in any Competing Business (as defined below); provided, that Executive may continue to hold securities and/or acquire, solely as an investment, shares of capital stock or other equity securities of any company that is publicly traded, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of capital stock of such company. For purposes of this Agreement, the term “Competing Business” means any corporation, company, partnership, sole proprietorship, business, or other person or entity that is engaged in the design, development of energy resources and or the production of electrical energy. Executive has carefully read and considered the provisions of Sections 10 and 12 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees, for the protection of the business of the Company. Executive acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 12. It is the belief of the parties, therefore, that the best protection that can be given to the Company that does not in any way infringe upon the rights of Executive to engage in any business activity within unrelated businesses is to provide for the United States that is in competition or is reasonably expected to be in competition with restrictions described above. In view of the Company or substantial harm which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting would result from a breach by Executive of these provisions could not adequately be compensated by money damagesSections 10 or 12, the Company parties agree that the restrictions contained therein shall be entitled to, in addition enforced to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required the maximum extent permitted by law. The Initial Subscribers In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph covenant shall be deemed invalid, illegal or unenforceable as fully enforceable as if it had been set forth herein by reason of extent, duration, geographical scope hereof, 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.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in During the Companythree-year period commencing on the Effective Date and, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsif longer, customerswhile employed by Furniture Brands, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to of one year after termination of employment, Executive shall not, without the greater prior written consent of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notFurniture Brands, directly or indirectly, whether voluntarily own, control, finance, manage, operate, join or involuntarilyparticipate in the ownership, engage control, financing, management or operation of, or be connected as an employee, consultant or in any other capacity with, any business activity within engaged in the manufacture or distribution of residential furniture in the United States that States. Nothing in this Section 6 shall, however, restrict Executive from making investments in other ventures which are not competitive with Furniture Brands, or restrict Executive from owning less than one percent (1%) of the outstanding securities of companies listed on a national stock exchange or actively traded in the "over-the-counter" market. In addition, if the Employment Period is terminated by Furniture Brands (other than for Cause) and the Executive elects to forego the payments called for in competition or is reasonably expected Sections 4 and 5 hereof, the provisions of this Section 6 shall not apply. Should any of the terms of this Section 6 be found to be unenforceable because they are over- broad in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to any respects then they shall be provided or sold, by the Company. (b) Since the damages deemed amended to the Company resulting from a breach extent, and only to the extent, necessary to render them enforceable. Both parties stipulate that money damages would be inadequate to compensate for any breaches of these provisions could not adequately be compensated by money damagesthe terms of this Section 6, the Company and that such terms shall be entitled toenforceable through appropriate equitable relief, without the necessity of proving actual damages and to an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other right or remedy available rights and remedies to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall which Furniture Brands may be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyentitled.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanySeller agrees that, each as part of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to consideration for the Company's operations, customers, and other information, and that much payment of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementPurchase Price, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as immediately following the Closing Date, neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notAffiliates will, directly or indirectly, whether voluntarily as a principal, stockholder or involuntarilyotherwise, engage operate, perform or have any ownership interest in any business activity within the United States that is in competition develops, manufactures, sells, installs or is reasonably expected to be distributes products in competition with the Company CATV Business, except that Seller may (i) purchase or otherwise acquire by merger, purchase of assets, stock, controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business of which performs services or sells goods which are similar to those provided, soldis not in competition with the CATV Business, or contemplated (ii) invest as a minority shareholder in any Person. For the purposes of this Section 5.11(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 10% of any class of such securities shall not be considered to be provided competition with the CATV Business, and a Person shall not be considered to be in the "primary business" of competing with the CATV Business if such Person derives less than 15% of its revenues from products that compete with the CATV Business. For the avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.11 shall not apply to any entity that acquires all or soldpart of Seller in any transaction, by the Companybut shall continue to apply to Seller and its Affiliates (as constituted immediately prior to any such transaction). (b) Since Seller acknowledges that the damages restrictions set forth in Section 5.11(a) constitute a material inducement to the Company resulting from Buyer's entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of these provisions such obligation could not adequately result in irreparable harm and continuing damage to Buyer for which there may be compensated by money damagesno adequate remedy at law and further agrees that in the event of any breach of said obligation, the Company shall Buyer may be entitled to, in addition to any injunctive relief and to such other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except relief as required by law. The Initial Subscribers agree that is proper under the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. circumstances. (c) If any restriction provision contained in this paragraph Section shall for any reason be deemed held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.11, but this Section 5.11 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by reason of extent, duration, geographical scope hereofapplicable Law, or otherwisein any way construed to be too broad or to any extent invalid, then such provision shall not be construed to be null, void and of no effect, but to the Court making extent such determination provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall have construe and interpret or reform this Section 5.11 to provide for a covenant having the right to reduce such extentmaximum enforceable geographic area, duration, geographical scope or time period and other provisions hereof, and, in its reduced form, (not greater than those contained herein) as shall be valid and enforceable under such restriction shall then be enforceable in the manner contemplated herebyapplicable Law.

Non-Competition. (a) As a condition The non-competition and non-solicitation of its ownership employee provisions set forth in Section 5.8 of a Membership Interest that certain Stock Purchase Agreement, dated of even date herewith, among Employer, Employee, Caliber and the other parties named therein (the “Stock Purchase Agreement”) are incorporated herein by this reference as if fully set forth herein. In this connection, all defined terms in such provisions incorporated herein shall have the meanings ascribed to them in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the CompanyStock Purchase Agreement. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant All references to this Subscription Agreement, for a period equal to Section 7 shall be deemed include the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, provisions incorporated herein by the Companyreference. (b) Since In connection with this Agreement, Employee, as a condition of his employment, shall execute and deliver to Employer the damages ▇▇▇▇▇/▇▇▇▇▇▇ Employee Non-Solicitation/Non-Competition Agreement attached hereto as Exhibit B (the “Non-Solicitation Agreement”). (c) Employee acknowledges that the Stock Purchase Agreement governing Employer’s acquisition of Caliber includes certain non-competition and non-solicitation covenants applicable to Employee. As between Sections 5.8 and 5.9 of the Company resulting from a breach of these provisions could not adequately be compensated by money damagesStock Purchase Agreement and the covenants contained in the Non-Solicitation Agreement, the Company more restrictive covenants shall be entitled to, in addition apply to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree Employee. (d) Employee acknowledges that the provisions of this paragraph Section 7 are reasonable in scope and duration and that he possesses sufficient skills such that he could be gainfully employed following the Employment Term without violating such provisions. If, in any judicial proceeding, a court refuses to enforce any of the covenants set forth in this Section 7 (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 7 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws. (c) Notwithstanding the foregoing, the restrictions set forth in this Section 7 shall immediately terminate and reasonable to protect the Company shall be of no further force or effect (i) in the conduct event of default by Employer of the performance of any of its business. If any restriction contained in this paragraph shall be deemed invalidobligations hereunder, illegal or unenforceable which default is not cured within ten (10) days after notice thereof, (ii) if Employee’s employment has been terminated by reason of extent, duration, geographical scope hereofEmployer other than for Cause, 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(iii) if Employee resigns for Good Reason.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in After the CompanyClosing, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersSeller shall not, and other informationshall cause its Affiliates to not, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementeither directly or indirectly, for a period equal to the greater of (i) five (5) years after the Closing Date, (i) market, sell, distribute, export or import a product containing the active pharmaceutical ingredient used in the Product for any indication whatsoever in the Territory, whether branded or generic (i.e., Seller and its Affiliates are prohibited from marketing, selling, distributing, exporting or importing any AA or AB rated, therapeutically equivalent product to the date of signing of this Subscription Agreement; Product in the Territory) or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest supply the active pharmaceutical ingredient used in the Company so Product to a Third Party in order to allow such Third Party to do any activity that would be prohibited for Seller or Seller’s Affiliates under clause (i) above. The Parties recognize that the laws and public policies of the various jurisdictions may differ as to result in total ownership the validity and enforceability of less than a two percent (2%) equity interest in covenants similar to the Company, and resigned from foregoing. It is the management intention of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree Parties that the provisions of this paragraph are necessary Section 6.03 be enforced to the fullest extent permissible under the laws and reasonable policies of each jurisdiction in which enforcement may be sought and that the unenforceability (or the modification to protect conform to such laws or policies) of any provisions of this Section shall not render unenforceable or otherwise impair the Company in remainder of the conduct provisions of its businessthis Section. If Accordingly, if any restriction contained in provision of this paragraph Section is determined to be invalid or unenforceable by a court of competent jurisdiction, then (x) such invalidity or unenforceability shall be deemed invalidto apply only with respect to the operation of such provision in the particular jurisdiction of such court and not with respect to any other provision or jurisdiction and, illegal (y) with respect to invalidity or unenforceable by reason unenforceability in the particular jurisdiction of extentsuch court, duration, geographical scope hereof, or otherwise, then the Court making such determination court shall have the right power to either (A) reduce the scope, duration or coverage of such extent, duration, geographical scope provision or other (B) replace such provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision. The Parties acknowledge and agree that any remedy at law for any breach of the provisions hereof, of this Section would be inadequate and, in its reduced formand such, Purchaser may enforce such restriction shall then be enforceable in the manner contemplated herebyprovisions through equitable relief and specific performance.

Non-Competition. (a) As a condition Executive recognizes that his duties will entail the receipt of its ownership of a Membership Interest Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company, each of the Initial Subscribers acknowledges Company at substantial cost and agrees that it will have access to constitute valuable and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets unique property of the Company. The Initial Subscribers understand Accordingly, the Executive acknowledges that protection of Trade Secrets and agree that Confidential Information is a legitimate business interest. Executive agrees not to compete with the Company has during the Employment Term and for a legitimate interest in assuring that such confidential information reasonable and trade secrets are not used by any of limited period thereafter. Therefore, during the Initial Subscribers in a manner that would be disadvantageous to Employment Term and during the Company. As a resultapplicable Continuation Period thereafter (or, in exchange the event of as termination for Cause by the consideration provided pursuant to this Subscription AgreementCompany or without Good Reason by the Executive, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage Competing Business in any business activity within manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the United States that is Executive shall breach the covenants contained in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagesthis Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled toto at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other right provision of this Agreement or remedy available to it, an injunction restraining such breach or threatened breachany other agreement between the Company and Executive, and in that the existence of any case no bond claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other security agreement, shall be required in connection therewith except as required not constitute a defense to the enforcement by lawthe Company of such covenants. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable subsection (d) shall not be applicable to protect Executive if Executive is terminated from employment without Cause or the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 resigns from employment for Good Reason.

Non-Competition. (a) As For a condition period of its ownership of a Membership Interest in four (4) years following the CompanyClosing (the “Restricted Period”), each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber Seller shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily engage in, own, manage, operate, join, control, lend money or involuntarilyother assistance to, engage or participate in or be connected with, as an officer, director, employee, partner, shareholder, consultant, manager, agent or otherwise, any individual, corporation, partnership, firm, other company, business activity within organization, activity, entity or Person that provides and/or markets any of the same or similar services as those the Company provides and/or markets in connection with the Business as of the date of the Closing or those which the Company provided, and/or marketed in connection with the Business at any time during the twelve (12) month period immediately preceding the date of the Closing. The geographic scope for the restriction set forth in this Section 7.02 shall be the United States that States, which geographic scope Sellers represent is in competition or is reasonably expected to be in competition coextensive with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by geographic scope of the Company’s Business. (b) Since Each Seller hereby acknowledges and agrees that the damages restrictive period of time, geographic scope and scope of restricted activity specified herein are reasonable and necessary in view of the transactions contemplated by this Agreement and the nature of the business in which the Company was engaged or is engaged as of Closing and in which Purchaser is, or shall be, engaged. Each of Sellers further acknowledge and agree that the restrictions set forth in this Section 7.02 are reasonable and necessary to protect Purchaser’s investment under this Agreement and to safeguard the value and goodwill associated with the Shares. Each of Sellers acknowledge and agree that Purchaser would not have entered into this Agreement but for each of Sellers’ agreements and obligations pursuant to this Section 7.02. If the scope of any stated restriction is too broad to permit enforcement of such restriction(s) to its full extent, then the Parties agree that such restriction shall be enforced and/or modified to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required maximum extent permitted by law. The Initial Subscribers Parties agree that in the provisions event of a breach of this paragraph are necessary and reasonable to protect Section 7.02, the Company in the conduct of its business. If any restriction contained in this paragraph Restricted Period shall be deemed invalid, illegal or unenforceable extended with respect to the breaching party by reason the period of extent, duration, geographical scope hereof, 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.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and Executive agrees that it he will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementnot, for a period equal to the greater himself, 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 (i) five (5) years from the date any corporation, partnership or any other type of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notbusiness entity, directly or indirectly, whether voluntarily own, manage, operate, control, be employed by, participate in, or involuntarily, engage be connected in any manner with the ownership, management, operation, or control of any business activity within similar to or competitive with the business presently conducted by the Company of delivering turnkey solutions to spine surgeons and orthopedic surgeons for necessary and appropriate treatment for musculo-skeletal spine injuries, anywhere in the United States that for a period of one years (the “Non-Compete Period”) from the termination of this Agreement. However, in the event of the termination of Executive's employment pursuant to Section 7(d) or 7(f), the Non-Compete Period shall be six months. Executive agrees not to hire, solicit or attempt to solicit for employment by Executive or any company to which he may be involved, either directly or indirectly, any party who is in competition an employee or independent contractor of the Company or any entity which is reasonably expected to be in competition affiliated with the Company, or any person who was an employee or independent contractor of the Company or any entity which is affiliated with the Company or which performs services or sells goods which are similar during the Non-Compete Period. Executive acknowledges that he has carefully read and considered all provisions of this Agreement and agrees that: (i) Due to those provided, sold, or contemplated to be provided or sold, by the nature of the Company.'s business, the foregoing covenants place no greater restraint upon Executive than is reasonably necessary to protect the business and goodwill of the Company; (bii) Since These covenants protect the damages to legitimate interests of the Company resulting from a 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 provisions could not adequately be compensated covenants by money damages, Executive would cause irreparable damage to the Company shall be entitled to, Company; (v) These covenants are reasonable in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, scope and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are reasonably necessary and reasonable 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 paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and The Employee agrees that it he will have access to and become familiar with certain confidential information and trade secrets relating to not, jointly or collectively as a participant in a partnership, sole proprietorship, corporation or other entity, or as an operator, investor, shareholder, partner, director, employee, consultant, manager, advisor or in any other capacity whatsoever, either directly or indirectly, during the Company's operationsterm of this Agreement, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by do any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of following: (i) five (5) years from establish or pursue, directly or indirectly, the date same or similar business as that of signing of this Subscription Agreementthe Employer wherever pursued by Employer; or (ii) two (2) years after such time as directly or indirectly request or advise any Initial Subscriber shall past, present or future customers or suppliers of the Employer to withdraw, curtail or cancel any of their business or other relationships. Further, he agrees that the restrictions contained herein are reasonable restraints upon the Employee and any violation of the terms of this Section could have transferred or sold such portion a substantial detrimental effect on Employer. Employee has carefully considered the nature and extent of its Membership Interest in the Company so as to result in total ownership restrictions imposed hereunder and the rights and remedies conferred upon Employer under the provisions of less than a two percent (2%) equity interest in the Companythis Section, and resigned hereby acknowledges and agrees that same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Employer, do not stifle the Employee's inherent skill and experience, would not operate as a bar to the Employee's sole means of support, are fully required to protect the legitimate interest of Employer and do not confer a benefit upon Employer disproportionate to the detriment of Employee. Any damages resulting from the management violation of any of the Company, each of the Initial Subscribers covenants contained in this Section will be difficult to ascertain and for that reason agree that it will notEmployer shall be entitled to an injunction from any court of competent jurisdiction restraining any violation of any or all of this Section, either directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected and such right to injunction shall be in competition with the Company or which performs services or sells goods which are similar addition to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages whatever other remedies Employer may have. The parties acknowledge that this Section has been called to the Company resulting from parties' attention and the parties understand it is a breach of these provisions could material covenant and that without this Section this Agreement, and all documents executed pursuant hereto, would not adequately be compensated have been entered into by money damagesEmployer. It is hereby further recognized and agreed that this Section, the Company prevailing party shall be entitled toto recover any and all reasonable attorneys' fees and other costs of litigation, in addition through appeals; if any provision of this Section is held to any other right or remedy available be unenforceable, such enforcement term of immediately lesser effect shall be substituted. Employee has had access to itcertain valuable information concerning the Employer including, an injunction restraining such breach or threatened breachwithout limitation, contracts, business plans, customer, employee and supplies lists, trade secrets, financial performance and prospects, and therefore agrees that any and all such information, even though it may have been contributed, developed or acquired by Employee, will become the exclusive property of Employer and Employee will not directly or indirectly disclose any such information, unless necessary and pursuant to this Agreement. The following are exceptions to this Section and shall control: (i) no confidentiality shall apply to the extent the Employee determines to share such confidential information with Employee's legal counsel or use same in any case no bond or other security dispute of litigation with Employer, and (ii) this Section shall be required in connection therewith except as required null and void if this Agreement is terminated by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable Employee other than a Voluntary Termination by reason of extent, duration, geographical scope hereof, 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 herebyEmployee.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in 10.1 During the Company, each of the Initial Subscribers acknowledges Term and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of eighteen (i18) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companymonths thereafter, and resigned from the management of the Company, each of the Initial Subscribers agree that it Customer will not, not directly or indirectly, either individually, in partnership, jointly, or in conjunction with or through the activities of any third person, firm, partnership, corporation or organization of any kind, offer to any person or entity of any kind, whether voluntarily as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, principal, agent, employee or involuntarilyindependent contractor, engage manage, control, own, operate, be employed by or otherwise render business consulting services similar to or competitive with the services offered by Consultant within any territory in any business activity within which Consultant offers its services. Customer acknowledges that Consultant offers its services throughout the United States States, Canada and the world. 10.2 The parties agree that is the restrictions contained in competition this Agreement are reasonable and necessary because the parties have expended substantial time, money and effort in their business and their Confidential Information, the parties will, during the Term, be entrusted with and exposed to each other's business and Confidential Information and both could, after having been exposed to each other's business and having accessed each other's Confidential Information, become a competitor and either party will suffer great loss and irreparable harm if the other were to directly or is reasonably expected to be in indirectly enter into competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyit. (b) Since 10.3 The parties agree that, in the damages to the Company resulting from a event of any breach of these provisions could not adequately be compensated by money damagesthis Section 10, the Company non-breaching party will not have an adequate remedy in money or damages. The parties therefore agree that, in such event, the non-breaching party shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining obtain injunctive relief against such breach or threatened breach, and in any case court of competent jurisdiction, without the necessity of posting a bond even if otherwise normally required. Such injunctive relief will in no bond or way limit the non-breaching party's right to obtain other security shall be required in connection therewith except as required by remedies available under applicable law. . 10.4 The Initial Subscribers parties agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereofscope, activity and subject matter of the non-solicitation and non-competition terms and conditions set forth in this Agreement are fair, reasonable and not excessively broad and are necessary to protect each party's goodwill and Confidential Information and that each party would not have entered into this Agreement but for the other party's agreement to comply with such terms and conditions. 10.5 For purposes of this Section 10, the terms Consultant and Customer shall include its officers, directors, employees, agents, consultants, subcontractors and clients whose actions and activities are controlled by Consultant or Customer, as the case may be, either directly or indirectly. For the avoidance of doubt, the term consultant as used in this Section 10.5 shall not include Consultant, nor will any of Consultant's actions, or otherwisethe actions of the employees or agents thereof, then be deemed to be 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 herebyactions of Customer.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each 7.1 In view of the Initial Subscribers acknowledges unique and agrees valuable services that it will have access Employee has rendered and is expected to and become familiar with certain confidential information and trade secrets relating render to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management Employee's knowledge of the Company, each business of the Initial Subscribers agree Company and proprietary information relating to the business of the Company and similar knowledge regarding the Company that it Employee has obtained and is expected to obtain during the course of his employment with the Company and in consideration of the compensation to be received by Employee hereunder, Employee agrees that during the Employment Period and for a period of twenty four months immediately following the termination or expiration thereof (the Employment Period he will notnot compete with, or, directly or indirectly, whether voluntarily own, manage, operate, control, loan money to, or involuntarilyparticipate in the ownership, engage operation or control of, or be connected with as a director, partner, consultant, agent, independent contractor or otherwise, or acquiesce in the use of his name in any other business activity within the United States that or organization which is in competition or is reasonably expected to be in competition with the Company in any geographical area in which the Company is then conducting business or which performs services any geographical area in which, to the knowledge of Employee at the time of cessation of employment, the Company plans to conduct business within twenty four months from the date thereof 7.2 Employee will not, during the twenty-four months following termination, solicit or sells goods which are similar to those provided, soldinterfere with, or contemplated endeavor to be provided or sold, by entice away from the Company, any of its employees or customers without the written consent of the Company or unless such employee is Employee's personal secretary. (b) 7.3 Since the damages to the Company resulting from a breach of these the provisions of this Section 7 could not adequately be compensated by money damagesdamages and will cause irreparable injury to the Company, the Company shall be entitled toentitled, in addition to any other right or remedy available to it, to an injunction or restraining order restraining such breach or a threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by lawtherewith, and Employee hereby consents to the issuance of any such injunction or restraining order. The Initial Subscribers agree Employee agrees that the provisions of this paragraph Section 7 are reasonable and necessary and reasonable to protect the Company in the conduct of and its business. It is the desire and intent of the parties that the provisions of this Section 7 shall be enforced to the fullest extent permitted under the public policies and laws applied in each jurisdiction in which enforcement is sought. If any restriction contained in this paragraph Section 7 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration, duration or geographical scope hereofthereof, or otherwise, then the Court court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, provision hereof and in its reduced form, form such restriction shall then be enforceable in the manner contemplated hereby. 7.4 No provision of this Agreement shall be deemed to preclude Employee from serving as a director on the board of companies not in competition with the Company or of charitable organizations, provided, that any such directorship or consulting activities do not reduce Employee's ability to attend to his duties on behalf of the Company.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and Participant agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years 12 months from the date of signing the termination of this Subscription Agreement; or Participant’s employment (ii) two “Termination Date”), Participant shall not, anywhere within the Territory (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notdefined below), directly or indirectly, whether voluntarily acting individually or involuntarilyas an owner, engage shareholder, partner, employee, contractor, agent or otherwise (other than on behalf of an Atlas Affiliate): (a) provide services that are the same as or similar in function or purpose to the services Participant provided to the Atlas Affiliate(s) during the last two years of employment (the “Look Back Period”) or such services that are otherwise likely or probable to result in the use or disclosure of Confidential Information to a business whose products and services include those aspects of the Business regarding which Participant had material involvement or received Confidential Information about during the Look Back Period (such products and services being “Competing Products and Services” and such business being a “Restricted Business”); and/or (b) own, receive or purchase a financial interest in, make a loan to, or make a monetary gift in support of, any such Restricted Business. Notwithstanding the foregoing prohibited conduct, Participant may own, directly or indirectly, solely as an investment, securities of any business activity within traded on any national securities exchange. Nothing herein shall be construed to prohibit Participant’s employment in a separately operated subsidiary or other business unit of a company that would not be a Restricted Business but for common ownership with a Restricted Business, so long as written assurances regarding the non-competitive nature of Participant’s position that are satisfactory to the Company and have been provided by Participant and the new employer in advance. “Territory” shall be defined as any area in the United States where any Atlas Affiliate has an office or conducts business on a regular basis or has planned to conduct business on a regular basis at any time during the 12 months prior to termination. In the event that is the covenants and restrictions of this provision are in competition or is reasonably expected to be in competition conflict with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to itemployment related document executed by Participant, an injunction restraining such breach or threatened breach, then this Agreement controls and in any case no bond or supersedes all other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions documents for purposes of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyclause.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in In order that Purchaser may have and enjoy the Company, each full benefit of the Initial Subscribers acknowledges Business, the Other Sellers and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and Seller agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of three (i) five (53) years from commencing on the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in Closing Date, Seller Parent, the Company so as to result in total ownership of less than a two percent (2%) equity interest in the CompanyOther Sellers and Seller will not, and resigned from will cause their Subsidiaries not to, without the management express written approval of the CompanyPurchaser, each of the Initial Subscribers agree that it will notengage, directly or indirectly, whether voluntarily in a Competing Business or involuntarily, engage acquire more than fifteen percent (15%) of the outstanding equity interest in any business activity within Business Competitor, in each case other than the United States Retained Business. Seller agrees, upon the reasonable request of Purchaser, to use its commercially reasonable efforts to cause its Affiliates to enforce their rights for the benefit of Purchaser under the non-competition provisions of the Asset Purchase Agreement between Angel and an Affiliate of Seller, dated as of August 14, 2005, as amended (the “Semiconductor Business Purchase Agreement”); provided that is all costs and expenses incurred in competition connection with the enforcement of such rights shall be borne exclusively by Purchaser. For purposes of this Section 6.9: (i) “Competing Business” shall mean developing, manufacturing, selling or is servicing any of the Storage Products for or to third parties and (ii) “Business Competitor” shall mean any Person that derived more than 40% of its consolidated gross revenues from Competing Businesses during the four fiscal quarters prior to the Seller Parent, Other Sellers, Seller or any of their Subsidiaries’ entering into an agreement providing for the investment in or acquisition of such Person, for which financial statements are available. Notwithstanding the foregoing, none of the Seller Parent, Other Sellers, Seller or any of their Subsidiaries shall be precluded from: (a) engaging in those businesses that are engaged in as of the date of the Closing through the Retained Business, and reasonably expected to be in competition with or foreseeable extensions of those businesses and the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided products manufactured or sold, by and the Company. services developed or provided in connection therewith; (b) Since acquiring, merging with or consolidating with an entity which, at the damages time of the parties’ agreement to enter into such transaction is not a Business Competitor and extensions of any business of such entity or its Subsidiaries; (c) being acquired by means of any business combination (including an asset purchase, merger or consolidation) by any Person; (d) engaging in any merger, consolidation or any other business combination with any Person not subject to clause (c) if the Company stockholders of the Seller Parent, Other Sellers or Seller immediately prior to consummation of such transaction will own 50% or less of the outstanding common stock of the resulting from or surviving entity (or the parent thereof); (e) the development, manufacture, supply, distribution, sale, support and maintenance of Storage Products as a breach component of these provisions could not adequately be compensated by money damagesa product sold by, the Company shall be entitled or incidental to, in addition to a Retained Business, a reasonably expected or foreseeable extension of a Retained Business, or any other right business of the Other Sellers, Seller or remedy available to it, an injunction restraining such breach their Subsidiaries that is not itself a violation of Section 6.9; or threatened breach, and (f) engaging in any case no bond Competing Business engaged in by the Other Sellers, Seller or other security shall be required their Subsidiaries as a result of any transaction contemplated by clause (b) or (d) and any extensions of such Competing Business. Following any acquisition as described in connection therewith except as required by law. The Initial Subscribers agree that the foregoing clause (c), the provisions of this paragraph are necessary Section 6.9 shall continue to apply solely to Seller Parent, Seller and reasonable their Subsidiaries, and not to protect any other Affiliates of Seller. Notwithstanding the Company in foregoing, the conduct provisions of its business. If this Section 6.9 shall not restrict the Seller Parent, Other Sellers and Seller or any restriction contained in this paragraph shall of their Subsidiaries from acquiring and operating any Business Competitor so long as (i) the Seller Parent, Other Sellers, Seller or such Subsidiary divests all or a portion of the Competing Business conducted by such Business Competitor within one year of such transaction such that an acquisition by the Seller Parent, Other Sellers, Seller or such Subsidiary of the retained portion of the Competing Business would be deemed invalidpermissible under the terms of the foregoing clause (b); and (ii) while owned, illegal the Seller Parent, Other Sellers and Seller and their Subsidiaries do not provide such Business Competitor with any Licensed Business Technology or unenforceable Licensed Business Intellectual Property Rights held by reason the Other Sellers, Seller or their Subsidiaries prior to the date of extent, duration, geographical scope hereof, 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 herebyacquisition.

Non-Competition. (a) As You acknowledge and agree that that the Company is engaged in a condition highly competitive and global business, and that by virtue of its ownership of a Membership Interest in the senior executive position you held with the Company, each and your knowledge of the Initial Subscribers acknowledges and agrees that it will have access to trade secrets and become familiar with certain other confidential information and trade secrets relating belonging to the Company's operations, customersengaging in a business which is directly competitive with the Company will cause it great and irreparable harm. Accordingly, and other informationin consideration for the substantial payments to be made to you under this Agreement, and that much you agree that, except with prior written permission of the information that Company, you shall not, during the Initial Subscribers will Notice Period and for a period of one (1) year following the Departure Date, directly or indirectly (individually or on behalf of other persons) own, manage, operate, engage in, or control, or be exposed employed in a capacity similar to constitute trade secrets the positions you held with the Company, or render consulting or other services to, any person, firm or corporation engaged in the insurance or reinsurance business or any other business in which the Company is, or has announced an intention to become, engaged in at any time during your employment with the Company. In recognition of the global nature of the Company’s business which includes the sale of its products and services globally, this restriction shall apply in Bermuda, Zurich, Switzerland and throughout the United States of America. Nothing contained in this Section 9 shall be deemed to prohibit you from (i) acquiring, solely as a passive investment, no more than 5% of the total outstanding securities of any publicly-held corporation except with prior written permission of the Company. The Initial Subscribers understand You acknowledge and agree that the Company has a legitimate interest that, in assuring that such confidential information and trade secrets are not used by any light of the Initial Subscribers in a manner that would be disadvantageous substantial payments being made to the Company. As a result, in exchange for the consideration provided you pursuant to this Subscription Agreement, for strict compliance with this Section 10 will not interfere with your livelihood. In the event of a period equal to the greater breach by you of this Section 9, you agree that (i) five (5) years from the date of signing of any payments otherwise due to you under this Subscription Agreement; or Agreement which have not yet been paid will be forfeited, and (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce demand and you shall have the obligation to pay back to the Company a pro-rata portion of the sums already paid to you under this Agreement as set forth in Section 5(a) hereof (where such extent, duration, geographical scope or other provisions hereof, and, in its reduced form, pro-rata portion is determined by multiplying the sums already paid to you by a fraction where the numerator is the number of days remaining on the one year restriction set forth above at the time of such restriction shall then be enforceable in breach and the manner contemplated herebydenominator is 365).

Non-Competition. (a) As In consideration of the numerous mutual promises and agreements contained in this Agreement between the Company and Employee, including, without limitation, those involving, employment, compensation, and Confidential Information, and in order to protect the Company’s Confidential Information and other legitimate business interests and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a condition competitor of its ownership of a Membership Interest in the Company, each Employee agrees that during her employment and for an additional period of six (6) months immediately following the termination of her employment (for whatever reason) (the “Noncompetition Term”), she shall not directly or indirectly enter into or attempt to enter into the Restricted Business in the United States or Canada. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the Initial Subscribers acknowledges provisions of this Section 9 are reasonable and agrees that it will have access are no broader than are necessary to and become familiar with certain confidential information and trade secrets relating to protect the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets legitimate business interests of the Company. The Initial Subscribers understand This noncompetition provision shall survive the termination of Employee’s employment (for any reason) and agree can only be revoked or modified by a writing signed by the parties which specifically states an intent to revoke or modify this provision. Employee acknowledges that the Company has would not employ her or provide her with access to its Confidential Information but for her covenants or promises contained in this Section. The Company and Employee agree and stipulate that the agreements and covenants not to compete contained in this Section 9 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and the Company; however, Employee and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9, the Company and Employee agree that in the event a legitimate interest in assuring that such confidential information and trade secrets are not used by court should decline to enforce any terms of any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing provisions of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber Section 9, that Section 9 shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected be deemed to be in modified or reformed to restrict Employee’s competition with the Company or to the maximum extent, as to time, geography and business scope, which performs services or sells goods which are similar to those the court shall find enforceable; provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled tohowever, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security event shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall Section 9 be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebymore restrictive to Employee than those contained herein.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanySeller agrees that, each as part of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to consideration for the Company's operations, customers, and other information, and that much payment of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementPurchase Price, for a period equal to the greater of (i) five (5) years from immediately following the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as Closing Date, neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notAffiliates will, directly or indirectly, whether voluntarily as a principal, stockholder, joint venturer or involuntarilyotherwise, engage operate, perform or have any ownership interest in any business activity within the United States that is in competition designs, develops, manufactures, markets, sells, installs or is reasonably expected to be distributes products in competition with the Company Seller Business starting at the border of Mexico, San Ysidro crossing and extending into the United States seventy-five (75) miles, except that Seller may purchase or otherwise acquire by merger, purchase of assets, stock (including investing as a minority shareholder), controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business of which performs services is not in competition with the Seller Business, provided that Seller may not provide any such business access or sells goods which license to any of the Assigned Intellectual Property for use in any business that competes with the Seller Business. For the purposes of this Section 5.10(a), ownership of securities of a company whose securities are similar to those provided, sold, or contemplated publicly traded under a recognized securities exchange not in excess of 5% of any class of such securities shall not be considered to be provided competition with the Seller Business, and a Person shall not be considered to be in the “primary business” of competing with the Seller Business if such Person derives less than 20% of its revenues from products that compete with the Seller Business. For the avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.10 shall not apply to any entity that acquires all or sold, by the Companypart of Seller in any transaction. (b) Since Seller acknowledges that the damages restrictions set forth in Section 5.10(a) constitute a material inducement to the Company resulting from Buyer’s entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of these provisions such obligation could not adequately result in irreparable harm and continuing damage to Buyer for which there may be compensated by money damagesno adequate remedy at Law and further agrees that in the event of any breach of said obligation, the Company shall Buyer may be entitled to, in addition to any injunctive relief and to such other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except relief as required by law. The Initial Subscribers agree that is proper under the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. circumstances. c) If any restriction provision contained in this paragraph Section shall for any reason be deemed held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.10, but this Section 5.10 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by reason of extent, duration, geographical scope hereofapplicable Law, or otherwisein any way construed to be too broad or to any extent invalid, then such provision shall not be construed to be null, void and of no effect, but to the Court making extent such determination provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall have construe and interpret or reform this Section 5.10 to provide for a covenant having the right to reduce such extentmaximum enforceable geographic area, duration, geographical scope or time period and other provisions hereof, and, in its reduced form, (not greater than those contained herein) as shall be valid and enforceable under such restriction shall then be enforceable in the manner contemplated herebyapplicable Law.

Non-Competition. (a) As a condition of its ownership of a Membership Interest Except as set forth in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by this Agreement or any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementAncillary Agreements, for a period equal to of two years following the greater Closing Date (the -25- "RESTRICTED PERIOD") neither St. ▇▇▇▇ nor any of its Post-closing Subsidiaries nor any of their respective directors, officers or agents may (i) five (5) years from the date of signing of this Subscription Agreement; offer, issue, sell, refer or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notpromote, directly or indirectly, whether voluntarily any contracts, treaties or involuntarily, engage in any business activity within agreements of reinsurance of the United States same type as the Reinsurance Agreements or of the same type as those for which St. ▇▇▇▇ has granted Renewal Rights to the Company provided that is in competition or is reasonably expected to be in competition with the Company or which performs services its Post-closing Subsidiaries continue to provide, during the Restricted Period, reinsurance coverage of such types to third parties; (ii) employ, offer to employ or sells goods which are similar solicit with a view to those providedemployment any of the individuals listed or individuals holding positions listed on SCHEDULE 7.01(a)(ii) to this Agreement; or (iii) use or disclose to any Person other than the Company or its Post-closing Subsidiaries, soldany Transferred Business Confidential Information except in connection with the administration of (x) the Reinsurance Agreements, (y) the Run-Off Business or contemplated (z) any retained Liabilities PROVIDED that St. ▇▇▇▇, its Post-Closing Subsidiaries and their respective directors, officers and agents will disclose Transferred Business Confidential Information only in the ordinary course of business, consistent with past practice including in connection with resolving claims and the purchase of retrocessional coverage and PROVIDED, FURTHER, that St. ▇▇▇▇, its Post-Closing Subsidiaries and their respective directors, officers and agents shall use reasonable efforts to avoid providing Transferred Business Confidential Information to a competitor of the Company under circumstances reasonably likely to materially impair the value of the Renewal Rights; PROVIDED that, in the case of Transferred Business Confidential Information that relates to the Reinsurance Agreements, the Restricted Period shall be provided or sold, by the Companyindefinite. (b) Since the damages Notwithstanding any other provision of this Section 7.01 to the contrary, neither St. ▇▇▇▇ nor any of its Post-closing Subsidiaries is prohibited from: (i) engaging in any line of business in which it is engaged immediately after the completion of the Public Offering and for which Renewal Rights were not transferred hereunder, including, without limitation, the administration of reinsurance contracts with inception dates prior to January 1, 2002 (the "Run-off Business") and the Reinsurance Agreements (but not including any renewals thereof), purchasing reinsurance for its own account, reinsurance business written through St. Paul's Discover Re operation and Lloyd's of London operation and property catastrophe facultative reinsurance business written by St. Paul's CATRisk Property division; (ii) acquiring any Person or, subject to the limitation in (iii) below, any interest in any Person engaged in any line of business except for an acquisition of an interest of more than 49% of any Person that generated 50% or more of its gross revenues, excluding investment income and realized investment gains and losses, in its most recent fiscal year for which financial statements are available, by writing property -26- or casualty reinsurance (a "PERMITTED ACQUIREE"), provided that any Permitted Acquiree may not use any marks, designs, logos, slogans, names, words or letters which include the words "St. ▇▇▇▇", "USF&G" or "F&G" or those that are suggestive or, derivative thereof, or any logo or ▇▇▇▇ identified with "St. ▇▇▇▇", "USF&G" or "F&G" (except as may be required by law) in connection with its reinsurance business, if any, PROVIDED FURTHER, HOWEVER, that St. ▇▇▇▇ and any of its Post-Closing Subsidiaries may acquire an interest of more than 49% of a Person that is not a Permitted Acquiree if St. ▇▇▇▇ or such Post-closing Subsidiary promptly divests the property or casualty reinsurance operations of such Person; or (iii) soliciting, offering, issuing, selling, purchasing or referring any contracts of reinsurance of any type to, from or with any of its Affiliates or engaging in any reinsurance activities in connection with the Run-off Business (other than renewals thereof) or with finite business which is either covered by a Quota Share Retrocession Agreement or which the Company resulting from and its Post-closing Subsidiaries declines to reinsure. (c) During the Restricted Period neither St. ▇▇▇▇ nor any of its Post-closing Subsidiaries shall sponsor or assist, directly or indirectly, in the sponsorship of a newly formed property or casualty reinsurer for so long as St. ▇▇▇▇ continues to own 10% or more of the outstanding Common Shares. (d) Section 7.01(a)(i) and (ii) shall not be binding upon a Post-closing Subsidiary of St. ▇▇▇▇ after the time such Person ceases to be a Post-closing Subsidiary of St. ▇▇▇▇. For avoidance of doubt, Section 7.01(a) also does not apply to any Person which on or after the Closing Date becomes an Affiliate (other than a Post-closing Subsidiary) of St. ▇▇▇▇, including any Person that acquires all or substantially all of the capital stock or assets of St. ▇▇▇▇ through merger, consolidation, tender offer, acquisition of assets or otherwise, PROVIDED, HOWEVER, that Section 7.01(a)(ii) and (iii) shall apply to such Person. (e) Transferred Business Confidential Information shall not include information relating to the Transferred Business which is or becomes generally known on a non-confidential basis provided that the source of such information was not bound by a confidentiality agreement or other obligation of confidentiality. If St. ▇▇▇▇, any of its Post-closing Subsidiaries or any of their respective directors, officers or agents or any Affiliate of St. ▇▇▇▇ is legally requested or required under an order or subpoena issued by a court, administrative agency or arbitration panel (through oral examination, interrogatories, requests for information or documents, civil investigation demand or other legal, administrative or arbitration processes) to disclose any Transferred Business Confidential Information, St. ▇▇▇▇ shall provide the Company with prompt written notice of the request, requirement, subpoena or order to permit the Company (if it so elects) to seek an appropriate protective order preventing or limiting disclosure. If the Company seeks such an order or takes other steps to avoid or limit disclosure, St. ▇▇▇▇ shall cooperate with the Company at the Company's expense. If, in the absence of such protective order, St. ▇▇▇▇, is compelled to disclose any Transferred Business Confidential Information, St. ▇▇▇▇ ▇▇▇ disclose such Transferred Business Confidential Information without liability hereunder. -27- (f) St. ▇▇▇▇ and its Post-closing Subsidiaries shall treat any Transferred Business Confidential Information with the same degree of care with which it treats its own confidential information. (g) The Company and St. ▇▇▇▇ agree that money damages would not be a sufficient remedy for any breach of these provisions could not adequately be compensated this Section 7.01 by money damagesSt. ▇▇▇▇ or any of its Post-closing Subsidiaries or any of its or such Post-Closing Subsidiaries' directors, officers or agents, and that, in addition to all other remedies, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, specific performance and in any case no bond injunctive or other security shall be required in connection therewith except equitable relief as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If a remedy for any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.

Non-Competition. The Seller and the Equity Holders are familiar with the trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) As a condition of its ownership of a Membership Interest in inventions, technology and research and development related to the CompanyBusiness, each of (b) customers and clients and customer and client lists related to the Initial Subscribers Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. The Seller and the Equity Holders acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any such Party would result in a significant loss of goodwill by the Business. In further consideration for the Buyer’s payment of the Purchase Price under this Agreement (in respect of which payment the Equity Holders and the Seller expressly acknowledges that he or it will have access derives a substantial and direct benefit), and in order to protect the value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), the Seller and become familiar with certain confidential information the Equity Holders hereby agrees that during the period commencing on the Closing Date and trade secrets relating to ending on the Company's third (3rd) anniversary of the Closing Date (the “Non-Competition Period”), such Party shall not acquire or hold any economic or financial interest in, act as a partner, member, stockholder, or representative of, render any services to, or otherwise operate or hold an interest in any Person (other than the Seller, Restaurant Coverage Associates, Inc., Risk Control Associates, Inc. and RCA of New England, Inc.) having any location in any county in which the Business or the Buyer conducts operations, customerswhich entity, and enterprise or other informationPerson primarily engages in, and directly or indirectly, any business that much of competes with the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; Business or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest operates in the Company so as industry; provided, however, that nothing contained herein shall be construed to result in total ownership prohibit any such Party from purchasing up to an aggregate of less than a two percent (2%) of any class of the outstanding voting securities of any other Person whose securities are listed on a national securities exchange (but only if such investment is held on a purely passive basis). Notwithstanding the forgoing, no Equity Holder shall be required to divest their equity interest in the any currently owned investment including but not limited to First Jersey Casualty Insurance Company, and resigned from the management of the CompanyBorges, each of the Initial Subscribers agree that it will notHanlon, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyH▇▇▇▇ & G▇▇▇▇▇ and/or other RCA related Affiliates. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.

Non-Competition. (a) As a condition of its ownership of a Membership Interest Subject in all cases to Section 4, the Company, each of the Initial Subscribers acknowledges Restricted Party covenants and agrees that it will have access to at all times during the period beginning on the date of this Agreement and become familiar with certain confidential information and trade secrets relating to ending on the Company's operations, customers, and other information, and date that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of is two (i) five (52) years from the date of signing of this Subscription Agreement; Agreement (the “Non-Compete Period”), the Restricted Party will not, and will cause each Restricted Subsidiary not to (i) carry on or engage in the Restricted Business within the Restricted Territory or (ii) two (2) years after such time as own any Initial Subscriber shall have transferred interest in or sold such portion of its Membership Interest organize a Person which carries on or engages in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity Restricted Business within the United States that is in competition or is reasonably expected Territory ((i) and (ii) collectively referred to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyherein as “Competitive Activities”). (b) Since During the damages Non-Compete Period, if Restricted Party or any Restricted Subsidiary desires to enter into a referral partner program with a third party to provide products or services that would constitute Competitive Activities pursuant to Section 2(a), then the Restricted Party agrees to exclusively use and partner with (and cause the Restricted Subsidiaries to exclusively use and partner with) the Company, to provide such product and service for the duration of the Non-Compete Period on Competitive Terms subject to the other terms and provisions of this Section 2(b). If the Restricted Party determines that the Company resulting from a breach of these provisions could is not adequately be compensated by money damagesoffering to provide Competitive Terms to the Restricted Party or any Restricted Subsidiary, the Restricted Party shall notify the Company and the parties shall negotiate in good faith for thirty (30) days to attempt to agree to Competitive Terms. If, after such negotiation period, the Company shall has not agreed to provide such products or services to the Restricted Party and the Restricted Subsidiaries on Competitive Terms, the Restricted Party and Restricted Subsidiaries may utilize an alternative provider with respect to such products or services on terms no less favorable than those being offered by the Company. “Competitive Terms” means terms (taken as a whole) no less favorable to the Restricted Party and the Restricted Subsidiaries than could be entitled to, in addition obtained from a third party with respect to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extentplanned scope, duration, geographical scope hereofproduct offering, fee arrangement, customer service levels, contract terms (including, but not limited to indemnity, termination and default provisions) and other principal commercial terms of the referral partner program; provided, that with respect to fees/pricing, if the Company offers to provide the applicable products or otherwiseservices at the 75th percentile of the pricing for such products and services that the Company charges to other equivalently situated customers, based upon annual volumes and annual spend with the Company (meaning that the Company offers pricing terms equal to those that, from the customers’ perspective, are better than 75% of such similarly-situated customers of the Company), then the Court making Restricted Party and the Restricted Subsidiaries shall not be able to object to such determination shall have fees/pricing as not being on “Competitive Terms” on the right basis of fees/pricing. For the avoidance of doubt, nothing in this Section 2(b) requires any Restricted Party to reduce such extentutilize the Company and/or any of its Affiliates for products and/or services which are permitted pursuant to the terms and provisions of Section 4(a), duration4(b), geographical scope 4(d) or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby4(e).

Non-Competition. (a) As a condition 5.6.1. Holl▇▇▇▇▇ ▇▇▇ees that neither it nor any of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementsubsidiaries will, for a period equal to the greater of (i) five (5) years from after the date Closing Date, without the prior written consent of signing of this Subscription Agreement; International, either directly or (ii) two (2) years after such time as indirectly, undertake or carry on or be engaged or have any Initial Subscriber shall have transferred financial interest in any newspaper, shopper or sold such portion of its Membership Interest other similar publication carrying advertising, for which the circulation or distribution is primarily in the Company communities where the Newspapers are currently published or within a radius of ten (10) miles of the centre point of any such community (such geographic area being hereinafter referred to as the "Restricted Area"); provided, however, that the foregoing provisions shall not apply to (A) the publication or the future acquisition of any publication that is circulated to a national market so long as to result in total ownership of less than a two percent (2%) equity interest such newspaper does not publish or distribute any regional, community, zoned or similar edition in the Company, and resigned from Restricted Area; (B) the management of the Company, each of the Initial Subscribers agree that it will notownership, directly or indirectly, whether voluntarily of less than five percent (5%) of any class of securities of any publicly-traded company; or involuntarily(C) for greater certainty, engage prohibit the interest that Holl▇▇▇▇▇ ▇▇▇ in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those providedHCPH, soldSoutham Inc., or contemplated to be provided or soldThe Financial Post Company, by the CompanySaturday Night Magazine Limited, and their respective subsidiaries and operations. (b) Since 5.6.2. Holl▇▇▇▇▇ ▇▇▇nowledges that in the event of any violation of the covenants contained in this section 5.6.1 hereof, International's damages will be difficult to the Company resulting from a breach of these provisions could not adequately ascertain and International's remedy at law will be compensated by money damagesinadequate. Accordingly, the Company shall be entitled toHoll▇▇▇▇▇ ▇▇▇ees that, in addition to such remedies as International may have at law, International shall be entitled to specific performance of such covenants hereunder and to an injunction to prevent any continuing violation thereof. 5.6.3. If any of the provisions of or covenants contained in this section hereof is hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other right jurisdiction, which shall be given full effect, without regard to the invalidity or remedy available unenforceability in such other jurisdiction. If any of the provisions of or covenants contained herein is held to it, an injunction restraining such breach or threatened breach, and be unenforceable in any case no bond jurisdiction because of the duration or other security shall be required in connection therewith except as required by law. The Initial Subscribers geographical scope thereof, the parties agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court court making such determination shall have the right power to reduce such extent, duration, the duration or geographical scope of such provision or other provisions hereof, covenant and, in its reduced form, said provision or covenant shall be enforceable; provided, however, that the determination of such restriction court shall then be enforceable not affect the enforceability of section 5.6.1 in the manner contemplated herebyany other jurisdiction.

Non-Competition. (a) As Seller agrees that for the period from the Closing Date until the second anniversary of the date Seller owns less than 50% of the Common Shares they own as of the Closing (the “Non-Competition Period”) they shall not and shall cause the Non-Company Affiliates not to, engage in the Business, as conducted as of the date hereof, in the Restricted Areas (each, a condition “Competitive Activity”); provided that, the foregoing shall not prohibit Seller or any of its ownership of a Membership Interest Affiliates from collectively owning (i) the Common Shares or other equity interests in the Company, each Company (or any successor entity) or participating in the management of the Initial Subscribers acknowledges Company and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided Subsidiaries pursuant to this Subscription Agreement, for a period equal to Agreement and the greater of (i) five (5) years from the date of signing of this Subscription Agreement; Ancillary Agreements or (ii) two up to an aggregate of five percent of the outstanding shares of any class of capital stock of any publicly traded Person that engages in any Competitive Activity (2a “Competing Person”) years after such time so long as neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest Affiliates has any participation in the Company so as to result in total ownership management (excluding directorships or substantially similar positions) of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companysuch Competing Person. (b) Since the damages Notwithstanding anything to the Company resulting contrary in the foregoing, nothing in this Section 8.1 shall: (A) prevent Seller or any of its Affiliates from making a breach bona fide sale or divestiture of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition any or all of its assets or businesses to any other right or remedy available to it, Person that is not an injunction restraining Affiliate of such breach or threatened breachSeller, and such Person shall in no way be bound by the restrictions set forth in this Section 8.1; (B) prohibit Seller or any of its Affiliates from acquiring the whole or any part of a Person or business which engages in any case no bond Competitive Activity or other security the whole or any part of a business which includes any Competitive Activity; provided, that, where such Competitive Activities of such Person or business represent greater than 30% of the revenues of such Person or business acquired as set out in the latest available annual financial statements of that Person or business, Seller and/or its Affiliates shall be required to use its commercially reasonable efforts to divest such Person, business or portion thereof to the extent engaging in connection therewith except as required by law. The Initial Subscribers agree that such Competitive Activity within 18 months after the provisions consummation of this paragraph are necessary and reasonable to protect the Company in the conduct such acquisition; (C) prohibit Seller or any of its businessAffiliates from acquiring a Minority Investment in a Person or business which engages in, or includes, any Competitive Activity. If any restriction contained As used in this paragraph shall be deemed invalidAgreement, illegal the term “Minority Investment” means any minority equity investment by Seller or unenforceable by reason any of extentits Affiliates in any Person in which Seller and any of Seller’s Affiliates, durationas applicable, geographical scope hereof, collectively hold less than 20% of the outstanding voting securities or otherwise, then similar equity interests of such Person entitled to elect the Court making board of directors (or similar governing body) of 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.Person;

Non-Competition. To further preserve the Confidential Information, you agree that for twelve (a12) As a condition of its ownership of a Membership Interest months after employment ends (the “Restricted Period”), you will not work, directly or indirectly, as an employee, contractor, officer, owner, consultant, or director, in any business anywhere in the world that sells hosting and information technology services substantially similar to those services provided by the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of namely (i) five provisioning, hosting, management, monitoring, supporting, or maintenance of applications, computer servers (5whether dedicated, shared or virtual) years from and network connectivity in a datacenter for remote use via the date of signing of this Subscription Agreement; or Internet, (ii) two hosted email, storage, collaboration, computer, virtual networking and substantially similar services, and (2iii) years after all substantially similar related services, all of the foregoing being defined for the purposes of this Agreement as “Hosting.” Provided, that the foregoing restriction shall not prevent Employee from becoming an employee of or contractor for a division of any Hosting company that does not provide Hosting services, as long as you do not, for the Restricted Period, perform services, (including but not limited to providing information, advice, strategy, recruiting or any other interaction with regard to business matters) for a division of such time as any Initial Subscriber company that provides Hosting services. Notwithstanding the foregoing, you shall have transferred be permitted to acquire a passive stock or sold equity interest in such portion of its Membership Interest in a business, provided that the Company so as to result in total ownership of less stock or other equity interest acquired is not more than a two percent (2%) equity of the outstanding interest in such business. The Restricted Period outlined above will be tolled and will not run during any such time that you are in breach of the Companyrestrictive covenants in section 8, 9 and 10 , and resigned from once tolled will not begin to run again until such time as all violations have ceased. You recognize that the management restrictions in this section may substantially limit your future flexibility in many ways. You acknowledge you have received adequate consideration for the promises and restrictions set forth in this agreement. You agree to waive any objection to the validity of the Companythese restrictions and acknowledge that these limited prohibitions are reasonable as to time, each geographical area and scope of the Initial Subscribers activities to be restrained and that these limited prohibitions do not impose a greater restraint than is necessary to protect Rackspace’s goodwill, proprietary information and other business interests. You further agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall covenants will result in irreparable damage and injury to Rackspace and that Rackspace will be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and injunctive relief in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that court of competent jurisdiction without the provisions necessity of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If posting any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebybond.

Non-Competition. (a) As a condition of its ownership of a Membership Interest Landlord covenants that during the Lease Term, Landlord shall not lease any space in the CompanyBuilding, each of or grant any signage rights in or on the Initial Subscribers acknowledges and agrees that it will have access Building to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers companies lists on Exhibit L (and any successors or assigns thereto) (each such company, a “Competitor” and such restrictions, the “Competitor Restrictions”). So long as any of the Competitor Restrictions are in a manner that would be disadvantageous to the Company. As a resulteffect, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of Landlord shall (i) five (5) years from obtain in any lease or occupancy agreement in the date of signing Building entered into after the Effective Date a covenant not to assign, sublease, license or otherwise transfer the same to any Competitor in violation of this Subscription Agreement; or paragraph, (ii) two (2) years after such time as promptly remove any Initial Subscriber shall have transferred or sold such portion signage in violation of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the CompanyCompetitor Restriction, and resigned from (iii) use its commercially reasonable efforts (including diligently seeking summary dispossess or eviction proceedings or seeking other injunctive relief) to enforce the management of Competitor Restrictions under any such lease entered into after the CompanyEffective Date (collectively, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company“Competitor Covenants”). (b) Since the damages If Landlord breaches a Competitive Restriction or fails to the Company resulting from enforce a Competitor Covenant or Tenant reasonably believes that Landlord will breach of these provisions could a Competitor Restriction or not adequately be compensated by money damagesenforce a Competitor Covenant, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination Tenant shall have the right to reduce exercise any and all rights and all remedies at law or in equity, against Landlord, and at Tenant’s option, the applicable tenant or proposed tenant (or subtenant or proposed subtenant) to enjoin such extentbreach or anticipated breach. In addition to the foregoing (and not in limitation thereof), durationTenant shall have the right to bring an action in Landlord’s name, geographical scope at Landlord’s cost and expense, to enforce the Competitor Restrictions against any tenant or other provisions hereofoccupant of the Building who may be in violation of such Competitor Restrictions as incorporated into its lease or occupancy agreement, and, provided that Tenant first obtains a final judgment concluding that Landlord failed to act in accordance with its reduced form, obligations under this Section and thereafter Landlord fails to take and pursue such restriction shall then be enforceable in the manner contemplated herebyactions as are necessary to correct Landlord’s failure within fifteen (15) days of such determination and continuously prosecute such actions to completion.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating Subject to the Company's operations, customers, and other information, and that much provisions of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for Section 2 below: a. For a period equal to the greater of three (i) five (53) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companyhereof, Seller and resigned from the management of the Company, each of the Initial Subscribers Promisors agree that it they will not, directly or indirectly, whether voluntarily as an employer, consultant, agent, principal, partner, stockholder or involuntarilyany other capacity, engage or participate in any business activity that, at the Effective Time of Closing, is in competition in any manner whatsoever with the Business of the CORPORATION TO BE SOLD within the United States which Seller Corp. does business at the Effective Time of Closing. b. Seller and Promisors agree that is a breach or violation of this covenant not to compete shall entitle the Purchaser, as a matter of right, to an injunction issued by any court of competent jurisdiction, restraining any further or continued breach or violation of this covenant. Such right to an injunction shall be cumulative and in competition addition to, and not in lieu of, any other remedies to which the Purchaser may show itself justly entitled. Further, during any period in which Seller and/or Promisors are in breach of this covenant not to compete, the time period of this covenant shall be extended for an amount of time that Seller and/or Promisors are in breach hereof. c. In addition to the restrictions set forth above, Seller and Promisors shall not, for a period ending three (3) years from the date hereof, either directly or is reasonably expected indirectly, (i) make known to be in competition with any person, firm or corporation the Company names and addresses of any of the customers of CORPORATION TO BE SOLD or which performs services Purchaser or sells goods which are similar contacts of CORPORATION TO BE SOLD or Purchaser within the pharmacy computer industry or any other information pe g to those provided, soldsuch person, or contemplated (ii) call on, solicit, or take away, or attempt to be provided call on, solicit or sold, by the Companytake away any of such customers. (b) Since the damages d. The parties to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers this Agreement agree that the provisions limitations contained in this Section 1 with respect to geographic area, duration, and scope of this paragraph activity are necessary and reasonable to protect reasonable. However, if any court shall determine that the Company in the conduct geographic area, duration, or scope of its business. If activity of any restriction contained in this paragraph Section 1 is unenforceable, it is the intention of the parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be deemed invalid, illegal amended to the extent required to render it valid and enforceable. Nothing herein shall be construed as preventing Seller or unenforceable by reason of extent, duration, geographical scope hereof, Promisors from making investments in other businesses 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 herebyenterprises.

Non-Competition. (a) As a condition Executive recognizes that his duties will entail the receipt of its ownership of a Membership Interest Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company, each of the Initial Subscribers acknowledges Company at substantial cost and agrees that it will have access to constitute valuable and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets unique property of the Company. The Initial Subscribers understand Accordingly, the Executive acknowledges that protection of Trade Secrets and agree that Confidential Information is a legitimate business interest. Executive agrees not to compete with the Company has during the Employment Term and for a legitimate interest in assuring that such confidential information reasonable and trade secrets are not used by any of limited period thereafter. Therefore, during the Initial Subscribers in a manner that would be disadvantageous to Employment Term and during the Company. As a resultapplicable Continuation Period thereafter (or, in exchange the event of as termination for Cause by the consideration provided pursuant to this Subscription AgreementCompany or without Good Reason by the Executive, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after following the Termination Date), the Executive shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render personal services to any such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage Competing Business in any business activity within manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the United States that is Executive shall breach the covenants contained in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagesthis Non-Competition provision, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled toto at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other right provision of this Agreement or remedy available to it, an injunction restraining such breach or threatened breachany other agreement between the Company and Executive, and in that the existence of any case no bond claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other security agreement, shall be required in connection therewith except as required not constitute a defense to the enforcement by lawthe Company of such covenants. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable subsection (d) shall not be applicable to protect Executive if (i) Executive is terminated from employment without Cause, (ii) the Executive resigns from employment for Good Reason, or (iii) the Company in elects not to renew the conduct Executive’s employment following the end of its business. If any restriction contained the Term with compensation and benefits not materially less advantageous to the Executive than those set forth in this paragraph shall be deemed invalidAgreement, illegal or unenforceable by reason but the Executive is willing and able to enter into a renewal of extent, duration, geographical scope hereof, or otherwise, then this Agreement with compensation and benefits not materially less advantageous to the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, Executive than those set forth in its reduced form, such restriction shall then be enforceable in the manner contemplated herebythis Agreement.

Non-Competition. The Members recognize that the covenants of each Member contained in this Section 4.4(a) (athe "COVENANT NOT TO COMPETE") As a condition are an essential part of its ownership of a Membership Interest in this Agreement and the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, Transaction Documents and that much but for the agreement of each Member to comply with such covenants Buyer would not enter into this Agreement or the information that the Initial Subscribers will be exposed to constitute trade secrets of the Companyother Transaction Documents. The Initial Subscribers understand Members acknowledge and agree that the Covenant Not to Compete is necessary to protect the Business acquired by Buyer, including without limitation, goodwill and the Proprietary Rights and that irreparable harm and damage will be done to Buyer if any Member competes with Buyer in any way prohibited by the Covenant Not to Compete. In addition, the Members acknowledge that the Purchase Price is consideration for professional relationships and market place reputation developed by the Company has a legitimate interest and the Members and the Covenant Not to Compete is necessary for Buyer to receive the full benefit of this Agreement. After the Closing, each Member shall not individually, or in assuring that concert, directly or indirectly: (i) either on its, his, hers or their own account or for any other person or entity, solicit, induce, attempt to induce, interfere with, or endeavor to cause (in each case in such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to could have a material adverse effect on the Company. As a resultfinancial condition, in exchange for prospects or operation of the consideration provided pursuant to this Subscription AgreementBusiness, for a period equal to the greater assets of (ithe Company or Buyer or any of its Affiliates) five (5) years from any customer, which has utilized the date services of signing of this Subscription Agreement; or (ii) the Company at any time during the two (2) years after such time as any Initial Subscriber shall have transferred year period preceding the Closing Date or sold such portion of its Membership Interest in whom the Company so was engaged in meaningful negotiations as of the Closing Date (each, a "CUSTOMER"), to result in total modify, amend, terminate or otherwise alter the terms upon which it acquires services from Buyer or Buyer's Affiliates, or to acquire from any party other than Buyer or its Affiliates any services of the kind available from Buyer or its Affiliates; (ii) engage or become interested in, as owner, employee, partner, through equity ownership of less than (not including up to a two percent (2%) 1% passive equity interest in the Companya public company), and resigned from the management investment of the Companycapital, each lending of the Initial Subscribers agree that it will notmoney or property, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach rendering of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereofservices, or otherwise, either alone or in association with others, any business competitive with the Business (including within the definition of the Business, without limitation, any business of the type or types conducted by the Company at any time during the two (2) year period preceding the Closing Date or under development by the Company on the Closing Date), (iii) take any material action intended to advance an interest of any competitor of the Business, or encourage any other person to make any such statement or to perform any such act; or (iv) take any material action intended to cause any Customer or prospective customer to use the services or purchase the products of any competitor of the Business. This Covenant Not to Compete shall be limited, with respect to any Member, to any county or any other political subdivision of any state of the United States of America, or of any other country in the world, where such Member generated revenue or established goodwill at any time during the two (2) year period preceding the Closing Date. This Covenant Not to Compete shall bind the Members until the fifth anniversary of the Closing Date, provided, however, that if the employment of any Member is terminated by Buyer without Cause or by such Member for Good Reason (each as defined in such Member's Employment Agreement delivered pursuant to Section 6.3(c)(iv), and if an IPO of Buyer's securities has not been consummated by December 31, 1999, then from and after the Court making later of January 1, 2000 or termination of such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, in its reduced formMember's employment, such restriction shall then Member will no longer be enforceable subject to the covenant contained in Section 4.4(a)(ii). The parties hereto agree that the manner contemplated herebyduration and area for which the Covenant Not to Compete set forth in this Section 4.4(a) is to be effective are reasonable.

Non-Competition. (a) As a condition 23.2.1 During the term of this Contract, neither Party shall either on its ownership own account or in conjunction with or on behalf of a Membership Interest or, directly or indirectly, through any person, firm or joint venture, in whatever capacity bid on any programs for which the CompanyBoard of Directors has approved the Joint Venture to bid, each unless the Customer specifically rejects the Joint Venture as the supplier of the Initial Subscribers acknowledges Selected Mobile Power Products in which case Aura may pursue the business. The Board of Directors shall make assessment of the Joint Venture’s capability to bid on any programs in good faith and agrees shall not unreasonably withhold its approval in this regard. 23.2.2 Each Party hereby undertakes and covenants to and for the benefit of the other Party and the Joint Venture that it will have access shall not, during the term of this Contract, solicit or entice away or endeavour to and become familiar with certain confidential information and trade secrets relating to solicit or entice away from the Company's operations, customers, and other information, and that much Joint Venture any person who is an employee of the information that Joint Venture, whether or not such person would commit a breach of contract by reason of leaving the Initial Subscribers will be exposed to constitute trade secrets employment of the CompanyJoint Venture. The Initial Subscribers understand and However, for avoidance of doubt, the Parties agree that neither Party may hire the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any employees of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) Joint Venture within two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest his/her labor contract with the Joint Venture is terminated; provided, however, that in the Company so as event this Contract is terminated pursuant to result in total ownership of less than a two percent (2%) equity interest in Section 13.2 above, Aura may hire the Company, and resigned from the management employees of the Company, each Joint Venture at any time following the termination date of this Contract. 23.2.3 Neither party shall solicit or entice or endeavour to solicit or entice the Customer to transfer to it the business that the Joint Venture has already undertaken by means of breach of contract or in any other way. Each undertaking contained in Section 23 shall be read and construed independently of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction covenants contained in this paragraph Contract so that if one or more of such covenants should be held to be invalid for any reason whatsoever then the remaining covenants shall be deemed valid to the extent that they are not held to be so invalid; provided, illegal however, that in the event this Contract is terminated pursuant to Section 13.2 above, the prohibitions of this section 23.2.3 shall not apply to Aura at any time following the termination date of this Contract. 23.2.4 Each Party acknowledges that the restrictions contained in Section 23.2.1 are considered reasonable by it but if any such restriction shall be found to be void or unenforceable by reason voidable but would be valid if some part or some parts thereof were deleted or the period or area of extent, duration, geographical scope hereof, 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 formapplication reduced, such restriction shall then apply with such modification as may be enforceable in the manner contemplated herebynecessary to make it valid and effective.

Non-Competition. (a) As For a condition period of three (3) years from and after the Closing Date, Sellers and all of its ownership of a Membership Interest in the CompanyAffiliates and/or related parties and/or officers, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsincluding ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand covenant and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber they shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectlyindirectly within a five hundred (500) mile radius of any Facility (the “Territory”) own, whether voluntarily operate, construct or involuntarily, engage lease a facility which in any business activity within the United States manner whatsoever that is in competition or is reasonably expected to be in competition competes with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyBusiness. (b) Since For a period of three (3) years from and after the damages Closing Date, Sellers and all of its Affiliates and/or related parties and/or officers, including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, covenant and agree that they shall not, within the Territory, directly or indirectly sell or solicit the sale of the products or services of the Business to any of the Customers identified in Section 3.24. (c) If the restrictions set forth in Sections 5.15(a) and (b) above or any part thereof should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restriction shall not thereby be adversely affected. Seller and its Affiliates and related parties agree that the foregoing territorial/market and time limitations are reasonable and properly required for the adequate protection of the Purchaser and the Business and that in the event that any such territorial/market or time limitation is deemed to be unreasonable by a court of competent jurisdiction, then Seller and its Affiliates and related parties agree and submit to the Company resulting from a breach reduction of these provisions could not adequately be compensated by money damageseither said territorial/market or time limitation or both to such an area, market or period as said court shall deem reasonable. In the Company event that Seller or its Affiliates or related parties should violate the aforementioned restrictive covenants, then the time limitation thereof shall be entitled to, in addition extended for a period of time equal to any other right or remedy available to it, an injunction restraining the period of time during which such breach or threatened breach, breaches shall have occurred; and in the event Purchaser be required to seek relief from such breach from any case no bond court, board of arbitration or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwisetribunal, then the Court making covenant shall be extended for a period of time equal to the pendency of such determination shall have proceedings, including all appeals. (d) The covenants not to compete and not solicit set forth in Sections 5.15(a) and (b) are made in consideration of Purchaser and Seller undertaking their respective obligations pursuant to this Agreement and for no further consideration payable hereunder or otherwise. (e) Purchaser acknowledges that nothing in this Section 5.15, or this Agreement as a whole, prohibits or limits the right Sellers’ and/or its Affiliates’ or officers’ rights or ability to reduce such extent, duration, geographical scope or continue to operate their other provisions hereof, andbusiness enterprises, in its reduced formthe ordinary course and in substantially the same manner they are currently operated, regardless of where such restriction shall then be enforceable in business enterprises are located, provided such other businesses do not directly and materially compete with the manner contemplated herebyBusiness.

Non-Competition. (a) As a condition of its ownership of a Membership Interest Other than in the Companyevent that (i) the Advisor terminates the Amended Agreement as provided in Section 12.2(A)(1), each (ii) the Advisor terminates the Amended Agreement as provided in Section 12.2(B) on the basis of clause (ii)(D) in the Initial Subscribers acknowledges and agrees that it will have access to and become familiar definition of Cause in Article 1, (iii) the Sub-Advisor terminates the Amended Agreement with certain confidential information and trade secrets relating to Sub-Advisor’s Good Reason as provided in Section 12.2(C) or (iv) the Company's operationsAmended Agreement is automatically terminated as provided in Section 12.2(D), customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementSub-Advisor, for a period equal of one year from the Termination Date, shall not provide investment management services substantially similar to those contemplated by the greater of Amended Advisory Agreement, in each case to any entity that (i) five (5) years from the date of signing of this Subscription Agreement; or would have an investment strategy primarily focused on investment in Primary Target Investments and (ii) two (2) years after such time as any Initial Subscriber shall have transferred was capitalized or sold such portion of its Membership Interest in the Company so as intended to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notbe capitalized substantially with capital sourced, directly or indirectly, from individual investors through the Channels. For the avoidance of doubt, this provision does not restrict Sub-Advisor (1) with respect to any entity having an investment strategy not primarily focused on investment in Primary Target Investments, irrespective of whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition such entity was capitalized or is reasonably expected intended to be capitalized substantially with capital sourced, directly or indirectly, from individual investors through the Channels, or (2) with respect to any assets managed or to be managed on behalf of investors outside of the Channels. The Sub-Advisor acknowledges and agrees that the restrictions contained in competition with this Section 12.5 are reasonable and necessary to protect the legitimate interests of the Advisor and the Company or which performs services or sells goods which are similar and constitute a material inducement of the Advisor to those provided, soldenter into this Amended Agreement. If the Sub-Advisor breaches, or contemplated threatens to be provided or sold, by the Company. (b) Since the damages to the Company resulting from commit a breach of these provisions could not adequately be compensated by money damagesof, this Section 12.5, the Company Advisor shall be entitled tohave the right, in addition to to, and not in lieu of, any other right or remedy rights and remedies available to it, an injunction restraining to have this provision specifically enforced by any court having competent jurisdiction (without any requirement to post a bond), it being acknowledged and agreed that any such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 will cause irreparable injury.

Non-Competition. (a) As a condition of The Seller acknowledges that reasonable limits on its ownership of a Membership Interest ability to engage in activities competitive with the CompanyPurchaser are warranted to protect the Purchaser's substantial investment in acquiring the Shares, each of the Initial Subscribers acknowledges Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that it will have access to during the period commencing with the Closing Date and become familiar with certain confidential information ending on the third anniversary of the Closing Date, Viacom and trade secrets relating to the Company's operations, customersSeller shall not, and shall cause their direct and indirect Subsidiaries not to (subject, in the case of its existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any other informationPerson, and that much publish or produce textbooks intended for use primarily in instruction in academic institutions of higher learning in the information United States (a "Competing Education Business"); provided, however, that the Initial Subscribers will foregoing shall not be exposed breached as a result of (a) the ownership or other right to constitute trade secrets of acquire by Viacom or the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by Seller (or any of the Initial Subscribers in their Subsidiaries) of not more than an aggregate of 10% of any class of stock of a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notPerson engaged, directly or indirectly, whether voluntarily in a Competing Education Business; (b) the acquisition of, holding by, operation of, or involuntarily, engage disposition by Viacom or the Seller (or any of their Subsidiaries) of an interest in any Person whose primary business is not a Competing Education Business; (c) the licensing or sale of any of the Seller's or its Subsidiaries' intellectual property for use in connection with any Competing Education Business; (d) any activity within relating to the United States that is publication of fiction or non-fiction (other than in competition the subject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or is reasonably expected (e) any activity relating to be any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in competition with the Company genre to any such book or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companycategory. (b) Since The Seller acknowledges that reasonable limits on its ability to engage in activities competitive with the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph Purchaser are necessary and reasonable warranted to protect the Company Purchaser's substantial investment in acquiring the Shares, the Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that during the period commencing with the Closing Date and ending on the third anniversary of the Closing Date, Viacom and the Seller shall not, and shall cause their direct and indirect Subsidiaries not to (subject, in the conduct case of its business. If existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any restriction contained other Person, publish or produce (i) textbooks intended for use primarily in this paragraph instruction in academic institutions of higher learning outside of the United States or (ii) any branded series of tutorial reference books in the computer applications and operating systems categories outside of the United States (a "Competing International Business"); provided, however, that the foregoing shall not be deemed invalidbreached as a result of (a) the ownership or other right to acquire by Viacom or the Seller (or any of their Subsidiaries) of not more than an aggregate of 10% of any class of stock of a Person engaged, illegal directly or unenforceable by reason of extentindirectly, durationin a Competing International Business; (b) the acquisition of, geographical scope hereofholding by, operation of, or otherwisedisposition by Viacom or the Seller (or any of their Subsidiaries) of an interest in any Person whose primary business is not a Competing International Business; (c) the licensing or sale of any of the Seller's or its Subsidiaries' intellectual property for use in connection with any Competing International Business; (d) any activity relating to the publication of fiction or non-fiction (other than in the subject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or (e) any activity relating to any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in genre to any such book or category. (c) The Seller acknowledges that reasonable limits on its ability to engage in activities competitive with the Purchaser are warranted to protect the Purchaser's substantial investment in acquiring the Shares, then the Court making such determination Assets and the Businesses. Accordingly, the Seller hereby covenants and agrees that during the period commencing with the Closing Date and ending on the third anniversary of the Closing Date, the Seller shall have not, and shall cause their direct and indirect Subsidiaries not to (subject, in the case of its existing Subsidiaries that are not wholly owned, to its fiduciary duties to holders of minority interests), for the Seller's own account or jointly with any other Person, publish or produce any branded series of tutorial reference books in the computer applications and operating systems categories in the United States (a "Competing Computer Business"); provided, however, that the foregoing shall not be breached as a result of (a) the ownership or other right to reduce such extentacquire by the Seller (or any of their Subsidiaries) of not more than an aggregate of 10% of any class of stock of a Person engaged, duration, geographical scope directly or other provisions hereof, andindirectly, in a Competing Computer Business; (b) the acquisition of, holding by, operation of, or disposition by the Seller (or any of their Subsidiaries) of an interest in any Person whose primary business is not a Competing Computer Business; (c) the licensing or sale of any of the Seller's or its reduced form, such restriction shall then be enforceable Subsidiaries' intellectual property for use in connection with any Competing Computer Business; (d) any activity relating to the publication of fiction or non-fiction (other than in the manner contemplated herebysubject matter of computer applications and operation systems) sold primarily into the consumer retail channel; or (e) any activity relating to any book or category of books presently published by Simon & ▇▇▇▇▇▇▇▇'▇ Consumer division or similar in genre to any such book or category." (nn) The following text is hereby inserted immediately following Section 5.13:

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five The Executive shall not, during the Term and for one (51) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notyear thereafter, directly or indirectly, whether voluntarily induct or involuntarily, engage in attempt to influence any business activity within employee of the United States that is in competition or is reasonably expected Company to be in competition terminate his employment with the Company or which performs services hire or sells goods which are similar to those providedsolicit for hire on behalf of another employer any person then employed or who has been employed by the Company during the immediately preceding six months; (ii) The Executive shall not, soldduring the Term and for one (1) year thereafter, unless the Executive is terminated by the Company without cause, directly or indirectly, engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) the development, production, distribution or sale of cell or gene therapy products for neurologic diseases, or contemplated oncology biosimilar antibody drugs; (iii) The Executive acknowledges the restrictions contained in this Section 2(e), in view of the nature of the business in which the Company is engaged, are reasonable and necessary in order to be provided or sold, by protect the legitimate interests of the Company. (b) Since the damages , and that any violation thereof would result in irreparable injuries to the Company resulting from a breach Company, and the Executive therefore acknowledges that, in the event of his violation of any of these provisions could not adequately be compensated by money damagesrestrictions, the Company may be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief (without the posting of any bond) as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such a violation, which rights shall be entitled to, cumulative and in addition to any other right rights or remedy available remedies to itwhich the Company may be entitled; (iv) If the Executive violates any of the restrictions contained in this Section 2, an injunction restraining such breach or threatened breach, and in any case no bond or other security the restrictive period shall be required in connection therewith except extended from the time of the commencement of any such violation until such time as required such violation shall be cured by law. the Executive to the satisfaction of the Company; and (v) The Initial Subscribers agree that the invalidity or unenforceability of any provision or provisions of this paragraph are necessary Section 2 shall not affect the validity or enforceability of any other provision or provisions of this Section 2, which shall remain in full force and reasonable to protect the Company in the conduct of its businesseffect. If any restriction provision of this Section 2 is held to be invalid, void or unenforceable in any jurisdiction, any court or arbitrator so holding shall substitute a valid, enforceable provision that preserves, to the maximum lawful extent, the terms and intent of this Agreement and shall correspondingly modify the Company’s obligations hereunder. If any of the provisions of, or covenants contained in, this Section 2 are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full effect, without regard to the invalidity or unenforceability in such other jurisdiction. Any such holding shall affect such provision of this Section 2, solely as to that jurisdiction, without rendering that or any other provisions of this Section 2 invalid, illegal or unenforceable in any other jurisdiction. If any covenant contained in this paragraph shall Section 2 should be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical because its scope hereof, 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 formis considered excessive, such restriction shall then covenant will be enforceable in modified so that the manner contemplated herebyscope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each In furtherance of the Initial Subscribers acknowledges sale of the Acquired Business to Buyer hereunder by virtue of the Contemplated Transactions and agrees that it will have access more effectively to protect the value and become familiar goodwill of the Acquired Business so sold, Sellers covenant and agree that, except with certain confidential information and trade secrets relating respect to the Company's operations, customers, continued operation and other information, and that much sale of the information assets of Sellers that are not Acquired Assets (including the Initial Subscribers will be exposed to constitute trade secrets continued operation and sale of the Company. The Initial Subscribers understand Excluded Subsidiaries and agree that the Company has a legitimate interest in assuring that such confidential information continued operation and trade secrets are not used by any sale of the Initial Subscribers in a manner that would be disadvantageous services pursuant to the Company. As a resultTransition Supply Agreement), in exchange for the consideration provided pursuant to this Subscription AgreementSellers shall not, for a period equal to the greater of three (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (23) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent Closing Date, (2%a) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within which is in direct competition with the Acquired Business (as conducted as of the date hereof) in the United States that is or Canada, (b) solicit, induce or attempt to persuade any of the current customers of the Business in competition the United States and Canada or is reasonably expected any Transferred Employees or agents of the Acquired Business to be terminate such business, employment or agency relationship in order to enter into any such relationship in the United States or Canada for, with or on behalf of Sellers or any Affiliate or to otherwise engage in activities in direct competition with the Company Business or which performs services (c) divulge or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach make use of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond trade secrets or other security shall be required in connection therewith except as required by lawconfidential information of the Acquired Business (other than to disclose such secrets and information to Buyer and its Affiliates). The Initial Subscribers agree In the event that the provisions of this paragraph are necessary and reasonable Section 5.9 should ever be deemed to protect exceed the Company time or geographic limitations or any other limitations permitted by Applicable Law in the conduct of its business. If any restriction contained in this paragraph jurisdiction, then such provisions shall be deemed invalidreformed in such jurisdiction to the maximum permitted by Applicable Law. In the event any Seller violates any of its obligations under this Section 5.9, illegal Buyer may proceed against it in law or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making in equity for such determination shall have the right to reduce such extent, duration, geographical scope damages or other provisions hereofrelief as a court may deem appropriate. Sellers acknowledge that a violation of this Section 5.9 may cause Buyer irreparable harm that may not be adequately compensated for by money damages. Notwithstanding anything to the contrary, and, nothing in its reduced form, such restriction this Agreement shall then be enforceable in deemed to limit the manner contemplated herebyactivities of the Excluded Subsidiaries to the extent the Excluded Subsidiaries are not using the Acquired Assets or subject to the Intangible Property License Agreements.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each In consideration of the Initial Subscribers acknowledges Buyer entering into this Agreement and agrees in order that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much Buyer may enjoy the full benefit of the information that Transferred Assets and the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementBusiness, for a period equal to of twenty-four (24) months from and after the greater Closing Date (the “Noncompetition Period”), neither the Seller nor any of its respective Affiliates or Subsidiaries shall, directly or indirectly, whether as principal, agent, partner, officer, director, licensor, stockholder, consultant or otherwise, alone or in association with any other Person, own, manage, operate, control, participate in, invest in, or otherwise carry on, a business, an entity or a person which, directly or indirectly, is in competition with the Business in the Field of Use in North America, Europe, Japan, Asia, the Pacific Rim and any other jurisdiction where the Business is currently conducted or where any Products are scheduled for release within the ninety (i90) five (5) years from days after the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management hereof. As part of the Companyforegoing covenant and restriction, each of the Initial Subscribers agree that it will Seller and its respective Affiliates and Subsidiaries shall not, directly or indirectly, whether voluntarily or involuntarily, engage perform services in the Field of Use for any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyother Person. (b) Since The Seller acknowledges and agrees that the damages to remedy at law for any breach, or threatened breach, of any of the Company resulting from a breach provisions of these provisions could not adequately this Section 5.4 will be compensated by money damagesinadequate and, accordingly, the Company shall be entitled toSeller covenants and agrees that the Buyer shall, in addition to any other right or rights and remedies which the Buyer may have at Law, be entitled to equitable relief, including injunctive relief, and to the remedy available of specific performance with respect to it, an injunction restraining such any breach or threatened breachbreach of such covenant, as may be available from any court of competent jurisdiction. In addition, the Seller and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers the Buyer agree that the provisions terms of the covenant in this paragraph Section 5.4 are fair and reasonable in light of the Buyer’s plans for the Transferred Assets and the Business and are necessary to accomplish the full transfer of the goodwill and reasonable to protect other intangible assets contemplated hereby. In the Company in event that any of the conduct of its business. If any restriction covenants contained in this paragraph Section 5.4 shall be deemed invalid, illegal or determined by any court of competent jurisdiction to be unenforceable by for any reason of extent, duration, geographical scope hereof, or otherwisewhatsoever, then any such provision or provisions shall not be deemed void, and the Court making such determination parties hereto agree that said limits may be modified by the court and that said covenant contained in this Section 5.4 shall have be amended in accordance with said modification, it being specifically agreed by the right parties that it is their continuing desire that this covenant be enforced to reduce such extentthe full extent of its terms and conditions or if a court finds the scope of the covenant unenforceable, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebycourt should redefine the covenant so as to comply with applicable Law.

Non-Competition. (a) As For a condition period of its ownership of a Membership Interest in three (3) years from and after the CompanyClosing Date, each none of the Initial Subscribers acknowledges and agrees that it will Shareholders who either have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much served as an officer of director of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that Company or helped organize the Company has as a legitimate interest in assuring that such confidential information and trade secrets are not used by founder or any of the Initial Subscribers officers or directors of Grifols shall directly or indirectly engage in a manner business or enterprise (either as proprietor, partner, employee, agent, consultant, or controlling shareholder) or sell, pledge, assign or license any product or Intellectual Property Rights related and limited to oncolytic virus technology that would be disadvantageous to competitive with the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in products currently contemplated by the Company so as to result in total ownership of less than (a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company"Competing Business"). (b) Since The provisions of this Section 12.2 shall not prevent a Shareholder from investing its assets in securities of any corporation, or otherwise acquiring an equity interest in any enterprise, equity securities of which are publicly owned and traded, provided that such investments or interests shall not result in (i) the Shareholder owning beneficially, in the aggregate, five percent (5%) or more of the equity securities of any enterprise engaged in a Competing Business or (ii) the Shareholder being able to control or actively participate in the policy decisions of such Competing Business. (c) It is the desire and intent of the parties that the provisions of this Section 12.2 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 12.2 shall be adjudicated to be invalid or unenforceable in any jurisdiction, this Section 12.2 shall be deemed amended to delete there from such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this subsection (c) in the particular jurisdiction in which such adjudication is made. The Shareholders each agree that it would be difficult to measure the damages to Purchaser from the Company resulting breach by of the provisions of this Section 12.2, that injury to Purchaser from a such breach of these provisions could not adequately may be compensated by money damagesimpossible to calculate, and that monetary damages may therefore be an inadequate remedy; accordingly, the Company Shareholders each agree that Purchaser shall be entitled toentitled, in addition to all other remedies it might have, to seek injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damages. Nothing herein shall be construed as prohibiting Purchaser from pursuing any other right or remedy available to it, an injunction restraining remedies for such breach or threatened breach, . (d) The undertakings and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that covenants of the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction Shareholders contained in this paragraph Section 12.2 are an integral part of the transactions set forth in this Agreement and the consideration paid by Purchaser pursuant to this Agreement shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then consideration not only for the Court making Shares but also for 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 herebyundertakings and covenants.

Non-Competition. (a) As a condition In order to induce Buyer to enter into this Agreement, and for other good and valuable consideration, the sufficiency of its ownership of a Membership Interest in the Companywhich is hereby acknowledged, each of the Initial Subscribers acknowledges and Seller agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from following the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of Closing Date, neither Seller nor its Membership Interest Affiliates shall, anywhere in the Company so as to result in total ownership of less than a two percent world (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not"Restricted Area"), directly or indirectly, whether voluntarily invest in, own, manage, operate, finance, control, advise, aid or involuntarilyassist, engage act as a broker for, render services to, be employed by or guarantee the obligations of any Person engaged in or planning to become engaged in the Business; provided, however, that nothing in this Agreement shall restrict Seller's right to, directly or indirectly own an equity interest in any business activity within Person engaged in the United States Business whose securities are listed on a recognized stock exchange, so long as the interest of Seller in such Person does not exceed ten percent (10%) of the outstanding securities of any class of such Person. With respect to the covenants and agreements set forth in this Section 9(E), Seller agrees that is it may be impossible to measure in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since monetary terms the damages which will accrue to the Company resulting from Buyer by reason of an actual breach by it of such covenants and agreements, that a breach violation of these provisions could not adequately be compensated by money damagessuch covenants and agreements will cause irreparable injury to Buyer, the Company and that Buyer shall be entitled toentitled, in addition to any other right rights and remedies it may have, at Law or remedy available in equity, to it, apply to a court of competent jurisdiction for an injunction restraining to restrain Seller from violating, or continuing to violate, such breach or threatened breach, covenants and in any case no bond or other security shall be required in connection therewith except as required by lawagreements. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained Nothing in this paragraph Section 9(E) shall be deemed invalidto limit Buyer's right to recover damages caused by any actual breach by Seller. Seller acknowledges and agrees that the current market for the Business extends throughout the entire world, illegal and it is therefore reasonable to prohibit Seller from competing with Buyer anywhere in the world directly or unenforceable by reason of extent, duration, geographical scope hereofindirectly, or invest in, engage (either directly or indirectly, on its own behalf or as a partner, member, owner, director, officer, employee, agent, contractor, shareholder 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 any enterprise competing directly or indirectly with the manner contemplated herebyBusiness.

Non-Competition. (a) As Seller agrees that for a condition period of ten (10) years after the Closing Date, unless acting pursuant hereto or with the prior written consent of Purchaser, neither it nor any of its Affiliates will sell (i) in the US Territory, any prescription product which has as an active ingredient, the same chemical entity as any United States Product being actively commercialized by Purchaser and (ii) in any jurisdiction in the world, any prescription product which has as an active ingredient, the same chemical entity as any Worldwide Product actively being commercialized by Purchaser in such jurisdiction (any such product is referred to as a "Competitive Product"). Notwithstanding the foregoing, Seller and any Affiliate of the Seller may enter into any transaction pursuant to which it acquires control of a company that manufactures, uses, sells or markets any Competitive Product, provided, that it divests ownership of a Membership Interest such Competitive Product within eighteen (18) months of the closing date of such transaction. This provision shall not apply to participation by Seller or any Affiliate of Seller in the Company, each ownership of any such business if such participation is less than the equivalent of ten percent (10%) of the Initial Subscribers acknowledges and agrees voting equity securities of such company. In the event that it Seller or any of Seller's Affiliates divests a Competitive Product pursuant to this Section 2.10, Seller or its Affiliates will have access give Purchaser a non-exclusive right to and become familiar with certain confidential information and trade secrets relating to participate as a bidder for the Company's operations, customers, and other information, and that much purchase of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. such Competitive Product. (b) The Initial Subscribers understand and parties hereto agree that the Company has a legitimate interest duration, geographic scope and other provisions of the non-competition provision set forth in assuring this Section 2.10 are reasonable. In the event that any court determines that the duration, the geographic scope or any other provisions are unreasonable and that such confidential information provision is to that extent unenforceable, the parties hereto agree that the provision shall remain in full force and trade secrets effect for the greatest time period and in the greatest geographic area that would not render it unenforceable. The Seller agrees that damages are an inadequate remedy for any breach of this provision and that the Purchaser shall, whether or not used by it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision. If Seller or any of its Affiliates shall violate this Section 2.10, the Initial Subscribers in a manner that would duration of this Section automatically shall be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, extended as against such violating party for a period equal to the greater of (i) five (5) years from the date of signing period during which such party shall have been in violation of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by lawSection. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction covenants contained in this paragraph shall Section are deemed to be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then material and the Court making Purchaser is entering into this Agreement and the Operative Agreements in reliance upon 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 herebycovenants.

Non-Competition. Non-Solicitation and Confidentiality ----------------------------------------------------- 6.1 The Contractor acknowledges that the Contractor has and will be entrusted with Confidential Information. The Contractor acknowledges that the Confidential Information may be disclosed verbally or in writing at any time to the Contractor and that disclosure of any of the Confidential Information to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Contractor further acknowledges that the right to maintain confidential the Confidential. Information constitutes a proprietary right that the Corporation is entitled to protect. Accordingly: (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges Contractor covenants and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information Corporation that the Initial Subscribers Contractor will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by disclose any of the Initial Subscribers in a manner that would be disadvantageous Confidential Information to any Person nor shall the Company. As a result, in exchange Contractor use the same for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less purposes other than a two percent (2%) equity interest in the Company, and resigned from the management those of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company.Corporation; (b) Since the damages Contractor covenants and agrees that, the Contractor will nowhere in the area set out in Schedule "A" during the Term and for a one year period following the Date of Termination directly or indirectly either individually or in conjunction with any Person engage in, or provide services the same as or substantially similar to the Company resulting from Services to any Person engaged in, any business similar to the business of the Corporation; (c) the Contractor covenants and agrees that all Workproducts shall be the sole and absolute property of the Corporation. Any Workproduct generated by the Contractor shall be deemed to be a work made for hire and the Contractor shall have no proprietary interest in same. The Contractor hereby grants, conveys and assigns to the Corporation the entire right, title and interest, domestic and foreign, including copyright, in and to each and every Workproduct and further agrees to sign all applications for copyright, patents, assignments and other papers and writings and to perform all acts necessary or convenient to evidence the Corporation's ownership in the Workproducts; (d) the Contractor covenants and agrees with the Corporation that during the Term and at any time during a two year period following the Date of Termination the Contractor will not, either individually or in conjunction with any Person induce any employee of the Corporation to leave the employ of the Corporation or to become employed by any Person other than the Corporation. (e) the Contractor shall cause any copies or reproductions of the Confidential Information made by the Contractor to bear the copyright or proprietary notices contained in the original. (f) the Contractor shall, upon completion of the Services, upon termination of the Contractor's engagement hereunder, or upon demand, whichever is earliest, return to the Corporation any and all Confidential Information, including any copies or reproductions, in Contractor's possession or control. (g) the Contractor shall promptly advise the Corporation if the Contractor learns of any unauthorised use or disclosure of Confidential Information, and the Contractor shall provide to the Corporation complete details regarding same. (h) the Contractor acknowledges that the breach or threatened breach of these provisions could not adequately the obligations under this Article 6 by the Contractor or any of the Contractor's shareholders, agents, employees, representatives, or sub-contractors will give rise to irreparable injury to the Corporation, which injury will be compensated by inadequately compensable in money damages. Accordingly, the Company shall be entitled toCorporation may seek and obtain-injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall legal remedies that may be required in connection therewith except as required by lawavailable. The Initial Subscribers agree Contractor further acknowledges and agrees that the provisions of this paragraph are necessary covenants and reasonable to protect the Company in the conduct of its business. If any restriction agreements contained in this paragraph Article are necessary for the protection of the Corporation's legitimate business interests and are reasonable in scope and content. 6.2 For the purposes of this Article 6, "Corporation" shall be deemed invaliddefined to include the Corporation, illegal or unenforceable by reason its shareholders and all of extent, duration, geographical scope hereof, 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 herebyaffiliated and related companies.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementExcept as set forth below, for a period equal to of the greater earlier of nine (i9) five (5) years months from the Closing Date of the Company's Offering or the date on which the Company accumulates (for investment or sale) $300,000,000 of signing of this Subscription Agreement; or (ii) two (2) years after such time as Commercial Mortgages and/or CMBSs, neither IMH nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in affiliate companies, including ICIFC, shall originate, purchase or otherwise acquire or sell any Commercial Mortgages and/or CMBSs. Notwithstanding the Company so foregoing, this Agreement shall not preclude IMH or ICIFC from purchasing any Commercial Mortgages or CMBSs as to result in total ownership permitted under that certain Right of less than a two percent (2%) equity interest in First Refusal Agreement by and among IMH, ICIFC, the Company, ICCC and resigned from RAI Advisors, LLC, of even date herewith, a copy of which is attached hereto as Exhibit "A." This covenant not to compete shall be limited to those states and those counties and cities set forth on Exhibit "B" attached hereto. The aforementioned businesses in which IMH has agreed not to compete shall be referred to herein as the management "Businesses." (b) The parties intend that the covenant contained in this Section 1 shall be construed as a series of separate covenants, one for each county specified in Exhibit "B" hereto. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 1. If, in any judicial proceedings, a court shall refuse to enforce any of the Companyseparate covenants deemed included in this paragraph, each then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the Initial Subscribers agree that extent necessary to permit the remaining separate covenants to be enforced. (c) Nothing contained in this Agreement shall be deemed to preclude IMH or ICIFC from purchasing or owning, directly or beneficially, as a passive investment, five percent (5%) or less of any class of a publicly traded securities of any entity if it will notdoes not actively participate in or control, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond investment or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable decisions with respect to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyentity.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and Seller agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to commencing on the greater Closing Date and terminating on the seventh (7th) anniversary of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the CompanyClosing Date, Seller will not, and resigned from the management of the Companywill cause its Subsidiaries and Affiliates not to, each of the Initial Subscribers agree that it will notengage, directly or indirectly, whether voluntarily or involuntarilyin a Competing Business anywhere in the Territory. The foregoing restrictions will terminate in the event of a Change of Control of Seller. The foregoing restrictions are reasonable and appropriate, engage in any business activity within do not exceed the United States that is in competition or is reasonably expected protection necessary to be in competition with secure the Company or which performs services or sells goods which are similar to those providedgoodwill purchased, sold, or contemplated to be provided or sold, by the Companyand do not place undue hardship on Seller. (b) Since the damages to the Company resulting from a The remedy at law for any breach of these provisions could not adequately the foregoing will be compensated by money damages, the Company shall be entitled toinadequate and Buyer, in addition to any other right or remedy relief available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. If any provisions of any restrictive covenant contained herein, should be deemed to exceed the limitations allowed by law. The Initial Subscribers agree that applicable Law, then such provision shall be reformed to provide the maximum limitations permitted. (c) Notwithstanding the foregoing, the provisions of this paragraph are necessary Section 8.16 shall not restrict Seller or any Subsidiaries of Seller from acquiring and reasonable thereafter operating any Business Competitor (an "Acquired Entity") so long as (a) Seller or such Subsidiary, within three (3) months after such acquisition, offer to protect enter into good faith discussions for forty-five (45) days with Buyer for the Company in purpose of providing Buyer the conduct of opportunity to (i) purchase the Competing Business from Seller or its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereofSubsidiaries, or otherwise(ii) enter into a joint venture, then distribution agreement or similar agreement with Seller or its Subsidiaries with respect to the Court making Competing Business, with closing of a purchase (in (i)) or execution of an agreement (in (ii)) to occur within eighteen (18) months following the acquisition by Seller or its Subsidiaries of the Acquired Entity and (b) if Seller or such determination Subsidiary and Buyer fail to (i) consummate a transaction resulting in a purchase of the Competing Business by Buyer, or (ii) enter into a joint venture, distribution agreement or similar agreement with respect to the Competing Business after offering to enter into good faith discussions with Buyer for that purpose as contemplated by clause (a) above, Seller or such Subsidiary shall have offer to enter into good faith discussions for forty-five (45) days with Buyer for the right purpose of providing Buyer the opportunity to reduce such extentpurchase the Competing Business from Seller or its Subsidiaries, durationor enter into a joint venture, geographical scope distribution agreement or other provisions hereofsimilar agreement with Buyer with respect to the Competing Business, andif the terms offered are more favorable to those terms previously offered to the Buyer pursuant to clause (a) above, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebyprior to entering into a similar arrangement with a third party.

Non-Competition. (a) As a condition Each Seller hereby agrees that during the three-year period following the Closing Date, he will not directly or indirectly own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the design, manufacture, sale, or trading of its ownership plastic products or any business entity which is engaged in any other business in which either the Company or Highway Holdings is currently engaged. Nothing herein contained shall be deemed to prohibit any Seller from investing his funds in securities of a Membership Interest public company whose securities are listed for trading on a stock exchange if such Seller’s holdings therein represent less than five percent (5%) of the total number or value of shares or principal amount of other securities of such company outstanding. Sellers, as the owners of all of the issued share capital of Luxuriance, hereby further agree that they shall cause Luxuriance to comply with the foregoing agreements not to compete with either the Company or Highway Holdings during the three-year period following the Closing Date to the same extent, and in the Company, same manner as is applicable to each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to Sellers. In the Company's operations, customers, and other information, and that much event of the information that the Initial Subscribers will be exposed to constitute trade secrets sale or transfer of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers shares in a manner that would be disadvantageous Luxuriance by the Sellers to third parties within the Company. As a resultthree-year period following the Closing Date, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years Sellers shall procure an undertaking from the date relevant purchasers of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shares with the effect that the purchasers shall have transferred or sold such portion of its Membership Interest in comply with the Company so as foregoing agreements not to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition compete with either the Company or which performs services or sells goods which are similar to those providedHighway Holdings as aforesaid, sold, or contemplated to be provided or sold, by whereupon the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph Sellers shall be deemed invalidto have discharged the obligations contained in the preceding sentence so far as such shares relate, illegal and shall not be held liable for such obligations or unenforceable any breach by reason of extentthereof thereafter. In addition, durationto the extent that Luxuriance has, geographical scope hereofto date, been engaged in the design, manufacture, sale, or otherwisetrading of plastic products, then the Court making Sellers hereby agree to cause Luxuriance to cease 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 herebyactivities.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanySeller agrees that, each as part of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to consideration for the Company's operations, customers, and other information, and that much payment of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementPurchase Price, for a period equal to of thirty-six (36) months immediately following the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as Closing Date, neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notAffiliates will, directly or indirectly, engage, operate, perform or participate in (whether voluntarily as a principal, stockholder, owner, joint venturer, reseller, or involuntarily, engage otherwise) in any business activity within the United States that is in competition or is reasonably expected to be designs, engineers, develops, manufactures, markets, sells, installs and/or distributes products in competition with the Company µWave Business, except that Seller may purchase or otherwise acquire by merger, purchase of assets, stock (including investing as a minority shareholder), controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business of which performs services or sells goods which is not in competition with the µWave Business. For the purposes of this Section 5.12(a), ownership of securities of a company whose securities are similar to those provided, sold, or contemplated publicly traded under a recognized securities exchange not in excess of fifteen percent (15%) of any class of such securities shall not be considered to be provided competition with the µWave Business, and a Person shall not be considered to be in the “primary business” of competing with the µWave Business if such Person derives less than thirty percent (30%) of its revenues from products that compete with the µWave Business. For the avoidance of doubt, the Parties agree that the agreements and limitations set forth in this Section 5.12 shall not apply to any entity that acquires all or sold, by the Companypart of Seller or any of its Affiliates in any transaction. (b) Since Seller acknowledges that the damages restrictions set forth in Section 5.12(a) constitute a material inducement to the Company resulting from Buyer’s entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of these provisions such obligation could not adequately result in irreparable harm and continuing damage to Buyer for which there may be compensated by money damagesno adequate remedy at Law and further agrees that in the event of any breach of said obligation, the Company shall Buyer may be entitled to, in addition to any injunctive relief and to such other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except relief as required by law. The Initial Subscribers agree that is proper under the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. circumstances. (c) If any restriction provision contained in this paragraph Section shall for any reason be deemed held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.12, but this Section 5.12 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the Parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by reason of extent, duration, geographical scope hereofapplicable Law, or otherwisein any way construed to be too broad or to any extent invalid, then such provision shall not be construed to be null, void and of no effect, but to the Court making extent such determination provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall have construe and interpret or reform this Section 5.12 to provide for a covenant having the right to reduce such extentmaximum enforceable geographic area, duration, geographical scope or time period and other provisions hereof, and, in its reduced form, (not greater than those contained herein) as shall be valid and enforceable under such restriction shall then be enforceable in the manner contemplated herebyapplicable Law.

Non-Competition. (a) As a condition of In order that Buyer and its ownership of a Membership Interest in Affiliates may have and enjoy the Company, each full benefit of the Initial Subscribers acknowledges Business, Seller and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and its Affiliates agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from commencing on the date Closing Date, neither Seller nor any of signing its Affiliates will, without the express written approval of Buyer, directly or indirectly engage in, manage, own, operate, invest in, acquire or loan money to, any business which is a Competing Business. Notwithstanding the foregoing, the provisions of this Subscription Agreement; Section 5.7(a) shall not restrict Seller or (ii) two (2) years after any of its Affiliates from acquiring and operating any Competing Business so long as Seller or such time as any Initial Subscriber shall have transferred Affiliate divests all or sold such a portion of its Membership Interest the Competing Business conducted by such Person within six months of such transaction such that an acquisition by Seller or such Affiliate of the retained portion of the Competing Business would be permissible under the terms of this Section 5.7(a); provided that Seller or such Affiliate shall, at least thirty (30) days prior to such divestiture, deliver an offer notice to Buyer containing the price and terms of such divestiture. Such offer notice shall be deemed to be an offer of the Competing Business to Buyer on the same terms and conditions as proposed by such third party. Buyer shall first have the right, but not the obligation, to purchase all or a portion of the Competing Business specified in the Company so as offer notice at the price and on the terms specified therein by delivering written notice of such election to result in total ownership of less than a two percent Seller or such Affiliate within thirty (2%30) equity interest in days after the Company, and resigned from the management delivery of the Company, each offer notice. (b) If Buyer (or a transferee of the Initial Subscribers agree that it will notBuyer) transfers, directly or indirectly, whether voluntarily by sale of stock, merger, sale of assets or involuntarilyotherwise, engage any part of the Business to one or more third parties, Seller’s agreements in this Section 5.7 shall continue with respect to such third party transferees and each transferee shall have the same rights as Buyer hereunder. The parties agree that the remedy at law for any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately any obligation under this Section 5.7 will be compensated by money damages, the Company shall be entitled to, inadequate and that in addition to any other right rights and remedies to which they may be entitled hereunder, at law or remedy available in equity, Buyer and its transferees shall be entitled to it, an injunction restraining such breach or threatened breach, injunctive relief and reimbursement for all reasonable attorney’s fees and other expenses incurred in connection with the enforcement hereof. In the event this Section 5.7 is held to be in any case no bond respect an unreasonable restriction upon Seller or any of its Affiliates by any court having competent jurisdiction, the court so holding may reduce the territory to which this Section 5.7 pertains and/or the period of time for which it operates, or effect any other security change to the extent necessary to render this Section 5.7 enforceable by such court. As so modified this Section 5.7 will continue in full force and effect. Such decision by a court of competent jurisdiction shall not invalidate this Agreement, but this Agreement shall be required in connection therewith except interpreted, construed and enforced as required by law. The Initial Subscribers agree that the provisions not containing such invalidated provision. (c) For purposes of this paragraph are necessary and reasonable to protect the Company Section 5.7, “Competing Business” means any Person engaged in the conduct business of its business. If developing, marketing, providing treatments and selling non-invasive surgical solutions by shock wave technology for treatment of (i) skin wounds in humans and animals or (ii) any restriction contained condition in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyanimals.

Non-Competition. During the term of your employment with Skyworks and for the first twenty-four (a24) As a condition months after the date on which your employment with Skyworks is voluntarily or involuntarily terminated (the “Noncompete Period”), you will not engage in any employment, consulting or other activity that competes with the business of its ownership Skyworks or any subsidiary or affiliate of Skyworks (collectively, the “Company”). You acknowledge and agree that your direct or indirect participation in the conduct of a Membership Interest competing business alone or with any other person will materially impair the business and prospects of Skyworks. During the Noncompete Period, you will not (i) attempt to hire any director, officer, employee or agent of Skyworks, (ii) assist in the Companysuch hiring by any other person, each (iii) encourage any person to terminate his or her employment or business relationship with Skyworks, (iv) encourage any customer or supplier of the Initial Subscribers acknowledges and agrees that it will have access Skyworks to and become familiar terminate its relationship with certain confidential information and trade secrets relating to the Company's operationsSkyworks, customersor (v) obtain, and or assist in obtaining, for your own benefit (other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets than indirectly as an employee of the Company) any customer of Skyworks. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by If any of the Initial Subscribers restrictions in a manner that would this Section 2 are adjudicated to be disadvantageous excessively broad as to scope, geographic area, time or otherwise, said restriction shall be reduced to the Companyextent necessary to make the restriction reasonable and shall be binding on you as so reduced. As a resultAny provisions of this section not so reduced will remain in full force and effect. It is understood that during the Noncompete Period, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal you will make yourself available to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management for consultation on behalf of the Company, each upon reasonable request and at a reasonable rate of compensation and at reasonable times and places in light of any commitment you may have to a new employer. You understand and acknowledge that the Company’s remedies at law for breach of any of the Initial Subscribers restrictions in this Section are inadequate and that any such breach will cause irreparable harm to Skyworks. You therefore agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition and as a supplement to such other rights and remedies as may exist in Skyworks’ favor, Skyworks may apply to any other right or remedy available court having jurisdiction to it, an injunction restraining such breach or threatened breachenforce the specific performance of the restrictions in this Section, and in may apply for injunctive relief against any case no bond or other security shall be required in connection therewith except as required by lawact which would violate those restrictions. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalidA▇▇▇▇ ▇▇▇▇▇ Page 3 August 20, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.2007

Non-Competition. (a) As a condition of its ownership of a Membership Interest in The Executive acknowledges and recognizes the Company, each highly-competitive nature of the Initial Subscribers acknowledges business conducted by the Corporation and its subsidiaries and affiliates and accordingly agrees that it will have access to that, in consideration of this Agreement and become familiar with certain confidential information the premises contained herein, she shall not, for his own benefit or for the benefit of any other person or entity other than the Corporation, during the period commencing on the Effective Date hereof and trade secrets relating to terminating on the Company's operations, customers, and other information, and that much first anniversary of the information that the Initial Subscribers will be exposed to constitute trade secrets expiration or termination of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by Term hereof for any of the Initial Subscribers in a manner that would be disadvantageous reason whatsoever (subject to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of Section 8(d)): (i) five actively engage in contacting, soliciting or servicing any person or entity that was a customer or prospective customer of the Corporation or any of its subsidiaries or affiliates at any time during the Term hereof (5a prospective customer being one to which the Corporation had made a written financial proposal within twelve (12) years from months prior to the time of the termination of the Term); or (ii) hire, retain or engage as a director, officer, employee, consultant, agent or in any other capacity any person or persons who are employed by the Corporation or who were at any time (within a period of six (6) months immediately prior to the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management termination of the Company, each of Term) employed by the Initial Subscribers agree that it will not, directly Corporation or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition otherwise interfere with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by relationship between such persons and the CompanyCorporation. (b) Since The Executive understands that the damages foregoing restrictions may limit his ability to earn a similar amount of money in a business similar to the Company resulting business of the Corporation or its subsidiaries or affiliates, but she nevertheless believes that she has received and will receive sufficient consideration and other benefits as an employee of the Corporation and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent his from earning a living. (c) It is agreed that the Executive’s services hereunder are special, unique, unusual and extraordinary giving them peculiar value, the loss of which cannot be reasonably or adequately compensated for by damages, and in the event of the Executive’s breach of these provisions could not adequately be compensated by money damagesthis Section, the Company Corporation shall be entitled to, in addition to any other right equitable relief by way of injunction or remedy available to it, an injunction restraining such breach otherwise. If the period of time or threatened breach, and area herein specified should be adjudged unreasonable in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwisecourt proceeding, then the Court making period of time shall be reduced by such determination number of months or the area shall have the right be reduced by elimination of such portion thereof as deemed unreasonable, so that this covenant may be enforced during such period of time and in such areas as is adjudged 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 herebyreasonable.

Non-Competition. (a) As a condition of In the event that Executive's employment under this Agreement shall terminate during its ownership of a Membership Interest in the Companyterm, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant period of time with respect to this Subscription Agreement, which Executive is entitled to receive compensation hereunder after such termination (but in any event for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of not less than a two percent (2%) equity interest in the Companyone year), and resigned from the management of the Company, each of the Initial Subscribers agree that it will Executive shall not, directly or indirectly, whether voluntarily (i) own, operate, be employed by, be a director of, act as a consultant for, be associated with, or involuntarilybe a partner or have a proprietary interest in, engage any enterprise, partnership, association, corporation, joint venture or other entity, which is competitive with the businesses of MedPartners, or any subsidiary or affiliate thereof, in any county in a state where MedPartners or its subsidiaries or affiliates are conducting such business activity within at the United States that is in competition time of such termination, or is reasonably expected (ii) hire, permit the hiring of, offer to be in competition hire, entice away or otherwise persuade or attempt to persuade any employee (including any employee during the six (6) month period prior to Executive's termination of service), officer, affiliated health care provider, supplier or any prospective health care provider or supplier then negotiating with the Company MedPartners, to discontinue or which performs services alter its or sells goods which are similar to those their relationship with MedPartners or any of its subsidiaries and affiliates; provided, soldhowever, or contemplated to that if such termination shall occur as a result of a Change in Control, this Section 12 shall be provided or sold, by the Companyvoid and shall be of no further force and effect. (b) Since The parties have entered into this Section 12 of this Agreement in good faith and for the damages reasons set forth in the recitals hereto and assume that this Agreement is legally binding. If, for any reason, this Section 12 is not binding because of its geographical scope or because of its term, then the parties agree that this Agreement shall be deemed effective to the Company resulting from widest geographical area and/or the longest period of time (but not in excess of one year) as may be legally enforceable. (c) Executive acknowledges that the rights and privileges granted to MedPartners in this Section 12 are of special and unique character, which gives them a peculiar value, the loss of which may not be reasonably or adequately compensated for by damages in an action of law, and that a breach thereof by Executive of this Section 12 will cause MedPartners great and irreparable injury and damage. Accordingly, Executive hereby agrees that MedPartners shall be entitled to remedies of injunction, specific performance or other equitable relief to prevent a breach of these provisions could this Section 12 of this Agreement by Executive. This provision shall not adequately be compensated by money damages, the Company shall be entitled to, in addition to construed as a waiver of any other right rights or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, remedies MedPartners may have for damages 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.

Non-Competition. (a) As a condition The Firm recognizes that his duties will entail the receipt of its ownership of a Membership Interest Trade Secrets and Confidential Information as defined in this Section 6. Those Trade Secrets and Confidential Information have been developed by the Company, each of the Initial Subscribers acknowledges Company at substantial cost and agrees that it will have access to constitute valuable and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets unique property of the Company. Accordingly, the Firm acknowledges that protection of Trade Secrets and Confidential Information is a legitimate business interest. The Initial Subscribers understand and agree that Firm agrees not to compete with the Company has during the Employment Term and for a legitimate interest in assuring that such confidential information reasonable and trade secrets are not used by any of limited period thereafter. Therefore, during the Initial Subscribers in a manner that would be disadvantageous to Employment Term and during the Company. As a resultapplicable Continuation Period thereafter (or, in exchange the event of as termination for Cause by the consideration provided pursuant to this Subscription AgreementCompany or without Good Reason by the Firm, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after following the Termination Date), the Firm shall not have an investment of $100,000.00 or more in a Competing Business (as defined herein) and shall not render legal services to any such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage Competing Business in any business activity within manner, including, without limitation, as owner, partner, director, trustee, officer, employee, consultant or advisor thereof. If the United States that is Firm shall breach the covenants contained in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagesthis Non-Competition provision, the Company shall have no further obligation to make any payment to the Firm pursuant to this Agreement and may recover from the Firm all such damages as it may be entitled toto at law or in equity. In addition, the Firm acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Firm acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other right provision of this Agreement or remedy available to it, an injunction restraining such breach or threatened breachany other agreement between the Company and the Firm, and in that the existence of any case no bond claim or cause of action by the Firm against the Company, whether predicated upon this Agreement or any other security agreement, shall be required in connection therewith except as required not constitute a defense to the enforcement by lawthe Company of such covenants. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable subsection (d) shall not be applicable to protect the Firm if (i) the Firm is terminated from the Engagement without Cause, (ii) the Firm resigns from the Engagement for Good Reason, or (iii) the Company in elects not to renew the conduct Firm’s the Engagement following the end of its business. If any restriction contained the Term with compensation and benefits not materially less advantageous to the Firm than those set forth in this paragraph shall be deemed invalidAgreement, illegal or unenforceable by reason but the Firm is willing and able to enter into a renewal of extent, duration, geographical scope hereof, or otherwise, then this Agreement with compensation and benefits not materially less advantageous to the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, Firm than those set forth in its reduced form, such restriction shall then be enforceable in the manner contemplated herebythis Agreement.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. 19.1 The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are Director shall not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result compete with the Company during the period of 12 months after the Termination Date directly or indirectly on his own account or on behalf of or in total ownership of less than a two percent (2%) equity interest conjunction with any person, firm or company or other organization canvass or solicit or by any other means seek to conduct Prohibited Business with or conduct Prohibited Business with any Restricted Customer with whom the Director shall have had material dealings in the Companycourse of his duties hereunder at any time in the Relevant Period or with whom and to the knowledge of the Director any employee of the Company under the Director’s control shall have had material dealings in the course of their duties to the Company in the Relevant Period. 19.2 The Director shall not so as to compete with the Company during the period of 12 months after the Termination Date directly or indirectly on his own account or on behalf of or in conjunction with any person, firm or company or other organisation canvass or solicit or by any other means seek to conduct Prohibited Business with or conduct Prohibited Business with any Prospective Customer with whom the Director shall have had material dealings in the course of his duties hereunder at any time in the Relevant Period or with whom and resigned to the knowledge of the Director any employee of the Company under the Director’s control shall have had material dealings in the course of their duties to the Company in the Relevant Period 19.3 The Director shall not so as to compete with the Company during the period of 12 months after the Termination Date directly or indirectly induce or seek to induce any senior employee of the Company engaged in the Prohibited Business who was such an employee at the Termination Date and with whom the Director shall during the Relevant Period have had material dealings in the course of his duties hereunder to leave the employment of the Company whether or not this would be a breach of contract on the part of the employee. 19.4 The Director shall not so as to compete with the Company during the period of 12 months after the Termination Date directly or indirectly seek to entice away from the management Company or otherwise solicit or interfere with the relationship between the Company and any Protected Supplier. 19.5 The Director shall not so as to compete with the Company during the period of 12 months after the Company, each of Termination Date within the Initial Subscribers agree that it will not, Territory carry on or be directly or indirectlyindirectly engaged, concerned or interested whether voluntarily as principal, agent, substantial shareholder, substantial investor, director, employee, consultant or involuntarily, engage otherwise howsoever in any business activity or the setting up of any business engaged in or which it is intended to be engaged in any Prohibited Business. For the purpose of this clause 19.5 acts done by the Director outside the Territory shall nonetheless be deemed to be done within the United States that Territory where their primary purpose is in competition the obtaining of any Prohibited Business from any person, firm, company or is reasonably expected to be in competition other entity with business premises within the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyTerritory. (b) Since 19.6 The Director covenants that in respect of any other company in the damages Group in the business or affairs of which the Director shall at any time during the Relevant Period have been materially concerned or interested he will perform and observe in relation to each such Associated Company the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company covenants set out in this clause 19 and that each covenant shall be entitled to, construed and enforceable as a separate covenant in addition relation to any other right or remedy available each such Associated Company. For the purposes of giving effect to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable clause 19.6 only, references to protect the Company in clauses 19.1 to 19.5 inclusive and in the conduct definitions of its business. If Prohibited Business, Prospective Customer, Protected Supplier and Restricted Customer shall be deemed to be references to each such company. 19.7 The Director shall not, either during the continuance of this agreement or at any restriction time after the Termination Date engage in any trade or business or be associated with any person, firm or Company engaged in any trade or business using the names “Malin”, “Digitech” or “Image Metrics” or incorporating any such words. 19.8 These restrictions are entered into by the Company and the Director after having been separately legally advised. 19.9 Each of these restrictions contained in this paragraph clause 19 is intended to be separate and severable. In the event that any of the restrictions shall be deemed invalid, illegal or unenforceable by reason held void but would be valid if part of extent, duration, geographical scope hereof, 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, wording thereof were deleted such restriction shall then apply with such deletion as may be enforceable in the manner contemplated herebynecessary to make it valid and effective.

Non-Competition. For a period of twenty-four (a24) As a condition of its ownership of a Membership Interest in months following the CompanySeparation Date, each of the Initial Subscribers acknowledges and agrees that it Employee will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreementnot, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; himself or (ii) two (2) years after such time as for any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notthird party, directly or indirectly, in whole or in part, provide services, whether voluntarily as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern, or involuntarilyany other similar capacity, engage to any entity anywhere in any the world engaged in a business activity within the United States that is competitive with the nVent Entities. Notwithstanding the prior sentence, Employee is not prohibited from providing services to a competing entity if: (i) the duties and services provided by Employee to the competitor are not, in competition whole or is in part, substantially similar to the duties and services Employee provided to the nVent Entities; and (ii) the duties and services provided by Employee to the competitor are not reasonably expected likely to be in competition with cause Employee to reveal trade secrets, know-how, customer lists, customer contracts, customer needs, business strategies, marketing strategies, product development, proprietary information and confidential information concerning the business of the Company or which performs services nVent Entities. Nothing in this Agreement prohibits Employee from purchasing or sells goods which are similar to those providedowning less than five percent (5%) of the publicly traded securities of any corporation, soldprovided that Employee’s ownership represents a passive investment and that Employee is not a controlling person of, or contemplated a member of a group that controls, the corporation. Employee acknowledges and agrees that his breach of this Section 10 would cause irreparable harm to be provided or sold, by the Company. (b) Since , nVent Electric plc and the damages other nVent Entities, and that such harm may not be compensable entirely with monetary damages. If Employee were to the Company resulting from a breach of these provisions could not adequately be compensated by money damagesviolate his obligations under this section, the Company Company, nVent Electric plc and the other nVent Entities may, but shall not be required to, seek injunctive relief and/or any other remedy allowed at law, in equity, or under this Agreement. Any injunctive relief sought shall be in addition to and not in limitation of any monetary relief or other remedies or rights at law, in equity, or under this Agreement. In connection with any suit at law or in equity under this Agreement, the Company, nVent Electric plc and the other nVent Entities shall be entitled toto an accounting, and to the repayment of all profits, compensation, commissions, fees, or other remuneration which Employee or any other entity or person has either directly or indirectly realized on its behalf or on behalf of another and/or may realize, as a result of, growing out of, or in connection with the violation which is the subject of the suit. Further, in the event of Employee’s breach of this section, Employee shall disgorge the value of all payments and benefits conferred to him by virtue of this Agreement, including all installments of the Separation Payment, whether paid or unpaid. In addition to the foregoing, the Company, nVent Electric plc and the other nVent Entities shall be entitled to collect from Employee any other right reasonable attorney’s fees and costs incurred in bringing any action against Employee or remedy available otherwise to it, an injunction restraining such breach or threatened breachenforce the terms of this Agreement. The parties agree that it is their intent that (1) each of the nVent Entities is intended to be a third party beneficiary hereof, and in any case no bond or other security shall will be required in connection therewith except as required by law. The Initial Subscribers agree that afforded the right to enforce the provisions of this paragraph are necessary Section 10 to the same extent as the Company, and reasonable to protect (2) the Company in the conduct of its business. If any restriction contained in this paragraph shall Section 10 be deemed invalidenforced to the maximum allowable extent or modified to permit enforcement to the maximum allowable extent under the laws of Minnesota as determined by a court of appropriate jurisdiction in Minnesota, illegal or unenforceable by reason and the parties further agree to and acknowledge the sufficiency of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have parties’ contacts with the right State of Minnesota in order 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 herebyconfer exclusive jurisdiction of Minnesota courts applying Minnesota law.

Non-Competition. (a) As a condition The Executive acknowledges that (i) the businesses of its ownership the Company and the Affiliates are highly competitive in nature, (ii) in the course of a Membership Interest the Executive’s involvement in the Company’s and the Affiliates’ activities, each of the Initial Subscribers acknowledges and agrees that it Executive will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations’s and Affiliates’ Confidential Information and customer base and have the potential to profit from the goodwill associated with the Company and the Affiliates, customers(iii) if the Executive violates the Protective Covenants, the Company and other informationthe Affiliates will likely suffer significant harm, (iv) complying with this Paragraph 10 will not result in severe economic hardship for the Executive or his family, (v) the Company would not have entered into this Agreement if the Executive did not agree to abide by the Protective Covenants and that much of (vi) the information that restrictions set forth above are reasonable and necessary to protect the Initial Subscribers will be exposed to constitute trade secrets goodwill of the Company. The Initial Subscribers understand ’s and agree the Affiliates’ businesses. (b) While he is employed by the Company, and if the Executive’s Date of Termination occurs during the Term or during the 30-day period immediately after the end of the Term for any reason, then for a period of eighteen (18) months after the Executive’s Date of Termination (the “Restricted Period”), the Executive shall not be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (defined below) if: (i) the services that the Company has a legitimate interest in assuring that such confidential information and trade secrets Executive is to provide to the Competitor are not used by the same as, or substantially similar to, any of the Initial Subscribers in a manner services that would be disadvantageous the Executive provided to the Company. As a resultCompany or the Affiliates, and such services are to be provided with respect to any location in exchange for which the consideration provided pursuant to this Subscription Agreement, for a Company or an Affiliate had material operations during the twelve (12) month period equal prior to the greater Date of Termination, or with respect to any location in which the Company or an Affiliate had devoted material resources to establishing operations during the twelve (i12) five (5) years from month period prior to the date Date of signing of this Subscription AgreementTermination; or (ii) two the trade secrets, Confidential Information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company and the Affiliates to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this Paragraph 10, services provided by others shall be deemed to have been provided by the Executive to Competitor if the Executive had material supervisory responsibilities with respect to the provision of such services. (c) Nothing herein shall prohibit passive ownership of not more than 2) years after such time as any Initial Subscriber shall have transferred % of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or sold such portion of its Membership Interest in the Company over-the-counter market so long as to result the Executive does not have any active participation in total ownership the business of less than a two percent the corporation. (2%d) equity interest in While he is employed by the Company, and resigned from he shall not provide consultation or cooperation to any person or entity whose interests are adverse to the management interests of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or the Affiliates. If the Executive’s Date of Termination occurs during the Term for any reason or during the 30-day period immediately after the end of the Term for any reason, then for a period of eighteen (18) months after the Executive’s Date of Termination, with respect to any matter or transaction as to which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, the Executive was materially involved while employed by the Company. (b) Since Company or other similar matter or transaction, the damages Executive shall not provide consultation or cooperation to any person or entity whose interests are adverse to the Company resulting from a breach interests of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.

Non-Competition. (a) As a condition of its ownership of a Membership Interest Except as permitted in Section 6.4(c) below, during the Company, each of the Initial Subscribers acknowledges Term and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to of two years following the greater end of the Term, (i) five (5) years from none of the date members of signing the Logistics Group and none of this Subscription Agreement; or their respective Affiliates will engage in the provision of Truck Leasing Services to any third party that is not an Affiliate of such member in the Territory and (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion none of its Membership Interest the members of the ▇▇▇▇▇▇▇ Group and none of their respective Affiliates will engage in the Company so as to result in total ownership provision of less than a two percent (2%) equity interest Logistics Services in the Company, and resigned from the management Territory to any third party that not an Affiliate of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companysuch member. (b) Since If either Party or its Affiliate (the damages "Bidding Party") anticipates making an offer to a potential seller to acquire a business that has a division or subsidiary, or certain customer contracts, the ownership of which would violate Section 6.4(a) (a "Prohibited Business"), the Bidding Party shall notify the other Party (the "Non-Bidding Party") sufficiently in advance of the making of such offer to permit the Parties to discuss in good faith a joint offer pursuant to which the Non-Bidding Party would acquire the Prohibited Business. The Bidding Party will share with the Non-Bidding Party all information in its possession regarding the Prohibited Business, and the Bidding Party will assure that any confidentiality agreement entered into by it in connection with such transaction permits such sharing of information. (c) In the event either Party or its Affiliate acquires a Prohibited Business following the consultation required by Section 6.4(b) above, such Party (the "Selling Party") agrees (i) to notify the other Party (the "Non-Selling Party") in writing of such acquisition, including a reasonable description of the Prohibited Business, (ii) to make the personnel, facilities and books and records of the Prohibited Business fully available to the Company resulting Non-Selling Party and its representatives to the extent requested by the Non-Selling Party, and (iii) to use commercially reasonable efforts to sell or otherwise dispose of the Prohibited Business within one year from a breach the date of these provisions could not adequately be compensated by money damagesacquisition. Within 30 days of the delivery of the notice described in clause (i) above, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination Non-Selling Party shall have the right to reduce provide a written offer (the "Offer") to purchase the Prohibited Business. For a period of 30 days following the delivery of the Offer, the Selling Party will negotiate in good faith with the Non-Selling Party regarding the Offer, and shall make such extentmodifications to the Offer as are agreed upon in such negotiations. If the Selling Party declines to accept the Offer (as so modified), durationthe Selling Party shall be free to sell the Prohibited Business to any Person that is not an Affiliate of the Selling Party (a "Bona Fide Purchaser"), geographical scope subject to the remaining provisions of this Section 6.4(c). Thereafter, the Selling Party shall promptly notify the Non-Selling Party in writing (the "Third Party Notice") if the Selling Party receives an offer to purchase the Prohibited Business that it wishes to accept from any Bona Fide Purchaser (a "Third Party Offer"), which such Third Party Notice shall include a reasonable description of the terms of the Third Party Offer. If the purchase price (taking into account timing of payment and form of consideration) under the terms of the Third Party Offer is less than the purchase price under the terms of the Offer (as modified), then, for a period of 20 days after receipt of the Third Party Notice by the Non-Selling Party, the Non-Selling Party shall have the right to accept the Third Party Offer. Thereafter, the Parties shall work as promptly as is reasonably practicable to complete the acquisition of the Prohibited Business on the terms and conditions of the Third Party Offer. Notwithstanding the foregoing provisions of this Section 6.4, no sale or other provisions hereofdisposition of a Prohibited Business shall be required if (x) the annual revenues from such the Prohibited Business do not exceed $5,000,000, andor (b) the Selling Party is not able to obtain an acceptable Third Party Offer using commercially reasonable efforts, in its reduced formwhich event the Selling Party may operate the Prohibited Business through the normal termination dates contained in any relevant contracts, such restriction shall then be enforceable in without extensions or renewals and without soliciting new business that would violate the manner contemplated herebyterms of Section 6.4(a).

Non-Competition. (a) As a condition Seller and the Seller Shareholders acknowledge that the value to Purchaser and DDHC of the transactions provided for herein would be substantially diminished if Seller (or any of its ownership of a Membership Interest in the CompanyAffiliates, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by successors or assigns) or any of the Initial Subscribers in a manner that would be disadvantageous Seller Shareholders were to enter into business activities competitive with Purchaser (or any of its Affiliates) with respect to the CompanyBusiness for a reasonable period following the Closing Date. As a resultConsequently, as an inducement to Purchaser and DDHC to enter into this Agreement, and in exchange consideration of the payments, promises and representations of Purchaser and DDHC under this Agreement, Seller and the Seller Shareholders covenant and agree, for the consideration provided pursuant to this Subscription Agreementbenefit of Purchaser and its Affiliates, that, for a period equal to of five years following the greater of Closing Date (i) five (5) years from the date of signing of this Subscription Agreement; “Non-Competition Period”), neither Seller or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the CompanyAffiliates, and resigned from the management successors or assigns, nor any of the CompanySeller Shareholders, each of the Initial Subscribers agree that it will notengage in, or have any interest in, directly or indirectlyindirectly and anywhere in the world, whether voluntarily any person, firm, corporation or involuntarilyother entity engaged in the design, engage in any development, production, marketing, licensing, sale or distribution of products, services, business activity within the United States that is in competition or is technology (collectively, “Competitive Products”) which could reasonably expected be deemed to be in competition similar to or competitive with the Company products, services, business or which performs technology of the Business, and including, without limitation, products and services or sells goods which are similar to those provided, sold, under development or contemplated to be marketed or sold by Seller as of the Closing Date although not yet commercialized or not yet generally available; provided, however, that the foregoing covenant will not prohibit (i) any ownership by Seller or any Seller Shareholder of securities having no more than two percent of the outstanding voting power of any corporation or other entity the securities of which are publicly traded, provided Seller or sold, by the Companysuch Seller Shareholder has no other connection or relationship with such corporation or entity. (b) Since Seller and the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, Seller Shareholders acknowledge and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph foregoing covenants are commercially reasonable and reasonably necessary and reasonable to protect the Company interests Purchaser will acquire in the conduct of its business. Assets hereunder. (c) If any restriction court or tribunal of competent jurisdiction shall refuse to enforce one or more of the covenants contained in this paragraph Section 6.1 because (i) the time limit applicable thereto is deemed unreasonable, or (ii) taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed that such covenant or covenants shall not be void but that for the purpose of such proceedings such time limitation or such restrictions contained therein (whether as to geographic area, scope of business or otherwise) shall be deemed invalid, illegal to be reduced to the extent necessary to permit the enforcement of such covenant or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebycovenants.

Non-Competition. (a) As Employee acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the businesses, operations, plans and strategies of the Company and its subsidiaries. Employee hereby covenants and agrees that during the term of this Agreement and for a condition period of one year thereafter, he will not directly or indirectly compete with the business of the Company or its subsidiaries. For purposes of this Agreement, the term “compete with the business of the Company and its subsidiaries” shall include Employee’s participation in any operations whose primary business competes with any business now conducted by the Company or its subsidiaries, including the sale of menswear or shoes at retail, or the sale of corporate logo merchandise, or any material line of business proposed to be conducted by the Company or one or more of its ownership subsidiaries known to Employee and with respect to which the Employee devoted time to as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, including but not limited to the business of dry cleaning, whether such participation is individually or as an officer, director, joint venturer, agent, or holder of an interest (except as a holder of a Membership Interest less than 1% interest in a publicly traded entity or mutual fund) of any individual, corporation, association, partnership, joint venture or other business entity so engaged. This non-competition covenant shall be applicable with respect to the Company, each United States and Canada and any other country in which Employee would be competing with the business of the Initial Subscribers Company or its subsidiaries as set forth in this Section 11. Notwithstanding the foregoing, the Company acknowledges and agrees that it the Employee’s activities described in Schedule 11 hereto shall not constitute a breach of this Section 11. Employee and the Company agree that a monetary remedy for a breach of this Section 11 or of Section 12 below will have access be inadequate and will be impracticable and extremely difficult to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersprove, and other informationfurther agree that such a breach would cause the Company irreparable harm, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled toto specific performance and/or temporary and permanent injunctive relief without the necessity of proving actual damages. Employee agrees that the Company shall be entitled to such specific performance and/or injunctive relief, in addition to any other right or remedy available to itincluding temporary restraining orders, an injunction restraining such breach or threatened breachpreliminary injunctions and permanent injunctions, and in any case no without the necessity of posting bond or other security shall undertaking in connection therewith. Any such requirement of bond or undertaking is hereby waived by Employee and Employee acknowledges that in the absence of such a waiver, a bond or undertaking may be required by the court. In the event of litigation to enforce this covenant, the courts are hereby specifically authorized to reform this covenant as and to the extent, but only to such extent, necessary in connection therewith except as required order to give full force and effect hereto to the maximum degree permitted by law. The Initial Subscribers agree Employee also agrees that the provisions if Employee is in breach of this paragraph are necessary and reasonable to protect Section 10, the Company in the conduct of its business. If any restriction contained in may cease all payments required under this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyAgreement.

Non-Competition. (a) As a condition During the Employment Period and after termination of its ownership of a Membership Interest this Agreement by Executive under Section 6.1(a), or the Company under Section 5 or 6.1(b), the Company may restrict the Executive's subsequent involvement in the CompanyRestricted Business Activities, each as defined below, for the period ending one (1) year after the date of termination of this Agreement (the Initial Subscribers acknowledges "Non-compete Period"). As used in this Agreement, the term "Restricted Business Activities" shall mean the marketing and agrees that it will have access sale of ladies' and men's consumer soft lines to retail stores, which the Company sold and become familiar marketed during Executive's employment with certain confidential information and trade secrets relating to the Company's operations. During the Non-compete Period, customersExecutive shall not, and other information, and that much of without the information that the Initial Subscribers will be exposed to constitute trade secrets written approval of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily either as an individual, partner, joint venturer, employee or involuntarilyagent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or engage in any business activity within or have a proprietary interest in the United States that is in competition or is reasonably expected to be in competition with Restricted Business Activities other than the ownership of (a) the stock of the Company or which performs services or sells goods which are similar to those providedthen held by Executive, sold, or contemplated to be provided or sold, by the Company. and (b) Since no more than five percent (5%) of the damages securities of any other publicly-held company. The Non-compete period may be extended for up to an additional two (2) years, at the option of the Company, provided that the Company continues to make the monthly payments and provides the benefits required under Section 6.2 hereof, for such additional period. The Executive recognizes and agrees that because a violation by him of his obligations under this Section 8 will cause irreparable harm to the Company resulting from a breach of these provisions could not adequately that would be compensated by difficult to quantify and for which money damagesdamages would be inadequate, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce injunctive relief to prevent or restrain any such extentviolation, durationwithout the necessity of posting a bond. Executive expressly agrees that the character, duration and scope of this covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope or other provisions hereofof this covenant not to compete is unreasonable in light of the circumstances as they then exist, and, then it is the intention of both Executive and the Company that this covenant not to compete shall be construed by the court in its reduced form, such restriction shall a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then be enforceable in exist and necessary to assure the manner contemplated herebyCompany of the intended benefit of this covenant to compete.

Non-Competition. (a) As a condition of its ownership of a Membership Interest The Covenantor acknowledges that, in the Companycourse of his ownership interest in, each of and employment by, the Initial Subscribers acknowledges and agrees that it will have access to and Seller, he has become familiar with certain the Seller’s trade secrets and with other confidential information concerning the Business, and the Seller. The Covenantor further acknowledges that the Buyer is consummating the transactions contemplated by the Asset Purchase Agreement in order to enable the Buyer to continue the Business as a going concern and that to accord the Buyer the full value of the Business it is acquiring, including without limitation the confidential information, trade secrets relating secrets, customer contacts, referral sources, reputation, and goodwill of the Business (collectively, the “Confidential Information”), and as a material inducement to the Company's operationsBuyer to enter into the Asset Purchase Agreement and consummate the transactions contemplated hereby, customersit is necessary that the Covenantor agree to the restrictions set out in this Article I. The Covenantor further acknowledges that he will receive substantial economic benefit from the consummation of the transactions contemplated by the Asset Purchase Agreement and that such transactions will not be consummated absent the Covenantor’s agreement to the provisions set out in this Article I. The Covenantor further acknowledges that the Confidential Information is valuable to the Business and to the Buyer and, therefore, his protection and maintenance constitutes legitimate interests to be protected by the Buyer in accordance with the confidentiality provisions of this Article I. Therefore, during the period commencing on the Closing Date and concluding three (3) years thereafter (the “Non-Compete Period,” subject to automatic extensions, during and for as long as, the period during which the Covenantor has breached Article I hereof), the Covenantor agrees that he shall not, and other information, and that much of the information that the Initial Subscribers will be exposed shall use his best efforts to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are cause his Affiliates not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notto, directly or indirectly, whether voluntarily own, manage, control, participate in, be employed by, consult with, render services for, or involuntarily, in any manner engage in or represent any business activity within the United States any Restricted Territory that is engaged in competition or is reasonably expected to be in competition the Business, including, without limitation, any business that (i) publishes children’s books, (ii) publishes books with the Company or which performs services or sells goods which are similar to those provided, soldread- and sing-along audio tapes and CD’s, or contemplated to be provided or sold(iii) designs, by manufactures and markets children’s musical instruments, electronics and plush stuffed animals. The Buyer and the Company. (b) Since Covenantor acknowledge that the damages to nature and scope of the Company resulting from a breach of these provisions could not adequately be compensated by money damagesBusiness is national. Accordingly, as used in this Agreement, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.term “

Non-Competition. (ai) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become Each Restricted Party is familiar with certain the trade secrets related to the Company and the Business, and with other Confidential Information concerning the Company and the Business, including all (A) inventions, technology and research and development related to the Business, (B) customers and clients and customer and client lists related to the Business, (C) products (including products under development) and services related to the Business and related costs and pricing structures and manufacturing techniques, (D) accounting and business methods and practices related to the Business and (E) similar and related confidential information and trade secrets relating related to the Company's operations, customers, Business. Each Restricted Party acknowledges and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree agrees that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by would be irreparably damaged if any of the Initial Subscribers Restricted Parties were to directly or indirectly provide services to any Person competing with the Business or engaging in a manner similar business and that such direct or indirect competition by any Restricted Party would be disadvantageous to result in a significant loss of goodwill by the Company. As a result, in exchange . (ii) In further consideration for the consideration provided pursuant Buyer’s payment to Restricted Parties of the Purchase Price under this Subscription AgreementAgreement (in respect of which payment each of the Restricted Parties expressly acknowledges that it derives a substantial and direct benefit), and in order to protect the value of the Company and the Business acquired by the Buyer hereunder (including the goodwill inherent in the Company and the Business as of the date hereof), each Restricted Party hereby agrees that for a period equal to the greater of three (i) five (53) years from commencing on the date of signing of this Subscription Agreement; Closing Date (the “Non-Competition Period”), such Restricted Party shall not acquire or hold any economic or financial interest in, act as a partner, member, shareholder, or Representative of, render any services to, or otherwise operate or hold an interest in any Person (iiother than the Seller) two (2) years after such time as having any Initial Subscriber shall have transferred location in any country in which the Business currently operates which entity, enterprise or sold such portion of its Membership Interest other Person primarily engages in, or engages in the Company so as management or operation of any Person that primarily engages in any business that competes with the Business; provided, however, that nothing contained herein shall be construed to result in total ownership prohibit any Restricted Party from purchasing up to an aggregate of less than a two percent (2%) equity interest in the Company, and resigned from the management of any class of the Companyoutstanding voting securities of any other Person whose securities are listed on a national securities exchange (but only if such investment is held on a purely passive basis). (iii) Notwithstanding the foregoing, each if a Restricted Party becomes an employee of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagesBuyer, the Company Non-Competition Period shall be entitled to, in addition to any other right the later of the date that is (A) three years from the Closing Date or remedy available to it, an injunction restraining such breach (B) one year from the Restricted Party’s resignation or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions termination of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyemployment.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in In consideration for the CompanySeverance Amount and COBRA Continuation Payment, each of the Initial Subscribers acknowledges and agrees to which I understand that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsI am not otherwise entitled, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and I agree that during the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a resultSeverance Pay Period, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber I shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectlyindirectly engage, whether voluntarily participate, assist or involuntarily, engage invest in any Competing Business (as hereinafter defined), regardless of whether as an owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise. For purposes of this Agreement, the term “Competing Business” shall mean any bank or other financial services business activity within that has a branch office or other place of business (other than solely an ATM) in Massachusetts. Notwithstanding the United States that is in competition foregoing, I may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is reasonably expected affiliated with a Competing Business. I understand that the restrictions set forth in this Section 4 are intended to protect the Employers’ interests in their confidential and proprietary information and established employee, customer and supplier relationships and goodwill, and agree that such restrictions are reasonable and appropriate for this purpose. I further agree that it would be difficult to measure any damages caused to the Employers which might result from any breach by me of this Section 4, and that in competition with any event money damages would be an inadequate remedy for any such breach. Accordingly, I agree that if I breach, or propose to breach this Section 4, the Employers shall be entitled, in addition to all other remedies that the Employers may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a Bank. I further agree that if I breach any of these provisions could not adequately be compensated by money damages, the Company shall be entitled tomy obligations under this Section 4, in addition to any other right legal or remedy available to it, an injunction restraining equitable remedies it may have for such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination Employers 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 terminate payment of the Severance Amount and receive repayment from me of any Severance Amount that has been paid to me. The termination and/or repayment of the Severance Amount in the manner contemplated herebyevent of my breach will not affect the Continuing Obligations. Without limiting the Employers’ remedies hereunder, if the Company or the Bank prevails in any action to enforce this Agreement, then I shall be liable to the Company or the Bank for reasonable attorneys’ fees and costs incurred by the Company or the Bank in connection with such action.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for For a period equal to the greater of four (i) five (54) years from and after the date of signing of this Subscription Agreement; Closing Date, Seller and its employees, agents or (ii) two (2) years after such time as any Initial Subscriber other affiliates shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, (i) engage in any a business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those providedenterprise (either as proprietor, soldpartner, employee, agent, consultant, or contemplated controlling stockholder) in the development or marketing of any competing computer software (as defined in subsection (b) hereof) or (ii) solicit or attempt to be provided solicit sales or soldlicenses of any competing computer software, by interfere with, or disrupt or attempt to disrupt the Companyrelationship (contractual or otherwise) between Purchaser and its customers, suppliers, agents, consultants, officers or employees relating to the Product. (b) Since The phrase “competing computer software” as used herein means any software product which has the same or substantially similar purpose as the Product and the marketing, licensing or sale of which would tend to inhibit licensing or marketing of the Product by Purchaser. (c) The provisions of this Section 9.2 shall not prevent Seller and its employees, agents and affiliates from investing in securities of any corporation, or otherwise acquiring an equity interest in any enterprise which is publicly owned and traded, provided that such investments or interests shall not result in (i) Seller owning beneficially, in the aggregate, 5% or more of the equity securities of any enterprise engaged in a business offering products competitive to the Product (a “competing business”) or (ii) Seller or any of its employees, agents and affiliates being able to control or actively participate in the policy decisions of such competing business. (d) In the event of a breach by Seller or any of its employees, agents and affiliates of the terms of this Section 9.2, then Purchaser’s obligation to pay any remaining Royalties on Gross Revenues collected by Purchaser on or after the first day of such breach shall terminate as of the first day of such breach (unless such breach was unknowing and unintentional) and Seller, shall indemnify and hold Purchaser harmless, in accordance with the provisions of Article VIII hereof, from any and all losses and damages resulting to it therefrom, including, without limitation, remitting to Purchaser any profits generated by such competing business and/or such competing computer software during the period of time it was owned or marketed, as the case may be, by the Seller. (e) It is the desire and intent of the parties that the provisions of this Section 9.2 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 9.2 shall be adjudicated to be invalid or unenforceable in any jurisdiction, this Section 9.2 shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this subsection (e) in the particular jurisdiction in which such adjudication is made. Seller and its employees, agents and affiliates agree that it would be difficult to measure the damages to Purchaser from the Company resulting breach by Seller of the provisions of this Section 9.2, that injury to Purchaser from a such breach of these provisions could not adequately would be compensated by money damagesimpossible to calculate, the Company and that monetary damages would therefor be an inadequate remedy; accordingly, Seller agrees that Purchaser shall be entitled toentitled, in addition to all other remedies they might have, to injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damages. Nothing herein shall be construed as prohibiting Purchaser from pursuing any other right or remedy available to it, an injunction restraining remedies for such breach or threatened breach, . (f) The undertakings and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that covenants of the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction Seller contained in this paragraph Section 9.2 are an integral part of the transactions set forth in this Agreement and the consideration paid by Purchaser pursuant to this Agreement shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then consideration not only for the Court making Assets but also for 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 herebyundertakings and covenants.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and Manufacturer agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of ten (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (210) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that Closing Date it will not, directly or indirectly, engage, undertake or participate in (as a principal, agent, partner, stockholder, consultant, representative or otherwise) worldwide in the business of developing, making, manufacturing, selling, marketing, distributing, delivering, commercializing or otherwise disposing of, whether voluntarily for profit or involuntarilynon-profit, engage honeycomb core outside of the Field, as Field is defined in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those Asset Purchase Agreement, provided, soldhowever, that nothing herein contained shall prohibit (i) the ownership by Manufacturer of not more than five percent (5%) of the stock of any corporation whose stock is listed on a national securities exchange or contemplated to be provided traded on NASDAQ; or sold, (ii) the ownership by any employee benefit plan or fund of Manufacturer of any amount of the Companystock of any corporation whose stock is listed on a national securities exchange or traded on NASDAQ. (b) Since Remedy. Manufacturer and Ciba each acknowledge and agree that it will be impossible to measure in money the damages to Ciba if Manufacturer fails to comply with any of the Company resulting from a breach provisions of these provisions could this paragraph 43 and agrees that in any such event Ciba will not adequately be compensated by money damageshave an adequate remedy at law. Moreover, Manufacturer and Ciba each affirms and recognizes that the Company shall be entitled torights of Ciba under the aforesaid instances is special, unique and of any extraordinary character, it is therefore agreed that: (i) Ciba in addition to any other right or remedy available to itrights and remedies which it may have, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree entitled to injunctive relief to enforce any of the aforesaid restrictions and obligations herein imposed upon the Manufacturer and that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct event that any action or actions shall be brought in equity to enforce any such restrictions and obligations, the Manufacturer will Not urge the defense that there is an adequate remedy at law: (ii) The period of its business. If any restriction contained time set forth in this paragraph shall be deemed invalid, illegal or unenforceable by reason tolled for any periods during which Manufacturer is in breach of extent, duration, geographical scope hereof, 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 any of its reduced form, such restriction shall then be enforceable in the manner contemplated herebyobligations thereunder.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each In consideration of the Initial Subscribers acknowledges Buyer entering into this Agreement and agrees in order that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much Buyer may enjoy the full benefit of the information that Transferred Assets and the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementFS Business, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years from and after such time as the Closing Date (the “Noncompetition Period”), neither the Company nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notAffiliates shall, directly or indirectly, whether voluntarily as principal, agent, partner, officer, director, stockholder, employee, consultant or involuntarilyotherwise, engage alone or in association with any other Person, own, manage, operate, control, participate in, invest in (other than an investment that results in such Person owning less than 2% of the outstanding voting stock of a publicly traded company), perform services for, or otherwise carry on, a business activity within the United States that which, directly or indirectly, is in competition or is reasonably expected to be in competition with the FS Business in any jurisdiction, anywhere in the world where the FS Business is currently conducted and where the FS Business is currently contemplated by the Company or which performs services or sells goods which are similar to those be conducted; provided, soldhowever, or contemplated to be provided or sold, by that the Company’s performance under the Customer/Distributor Contracts pursuant to the License Agreement shall not constitute a violation of this Section 6.5(a). (b) Since The Company acknowledges and agrees that the damages to remedy at law for any breach, or threatened breach, of any of the Company resulting from a breach provisions of these provisions could not adequately this Section 6.5 will be compensated by money damagesinadequate and, accordingly, the Company shall be entitled tocovenants and agrees that the Buyer shall, in addition to any other right or rights and remedies which the Buyer may have at Law, be entitled to equitable relief, including injunctive relief, and to the remedy available of specific performance with respect to it, an injunction restraining such any breach or threatened breachbreach of such covenant, as may be available from any court of competent jurisdiction. In addition, the Company and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers the Buyer agree that the provisions terms of the covenant in this paragraph Section 6.5 are fair and reasonable in light of the Buyer’s plans for the Transferred Assets and the FS Business and are necessary to accomplish the full transfer of the goodwill and reasonable to protect other intangible assets contemplated hereby. In the Company in event that any of the conduct of its business. If any restriction covenants contained in this paragraph Section 6.5 shall be deemed invalid, illegal or determined by any court of competent jurisdiction to be unenforceable by for any reason of extent, duration, geographical scope hereof, or otherwisewhatsoever, then any such provision or provisions shall not be deemed void, and the Court making such determination parties hereto agree that said limits may be modified by the court and that said covenant contained in this Section 6.5 shall have be amended in accordance with said modification, it being specifically agreed by the right parties that it is their continuing desire that this covenant be enforced to reduce such extentthe full extent of its terms and conditions or if a court finds the scope of the covenant unenforceable, duration, geographical scope or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated herebycourt should redefine the covenant so as to comply with applicable Law.

Non-Competition. (a) As a condition In furtherance of its ownership the sale of a Membership Interest in the Stock to the Buyer, upon the consummation of the transactions contemplated herein and more effectively to transfer and protect the business of the Company, each the Stockholder agrees that for a period ending on the third anniversary of the Initial Subscribers acknowledges and agrees that date hereof, it will have access not (i) directly or indirectly own, manage or operate an equipment lease brokerage business anywhere in the Commonwealth of Pennsylvania and any other state in which the Company presently conducts its business, that sells to and become familiar with certain confidential information and trade secrets relating to any of the Company's operations, or Partnership's existing customers, and other information, and ; provided that much ownership of not more than five percent (5%) of the information that issued and outstanding shares of a class of securities of a corporation, the Initial Subscribers will securities of which are traded on a national securities exchange or in the over-the-counter market, shall not be exposed to constitute trade secrets deemed ownership of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that issuer of such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange shares for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing purposes of this Subscription Agreementparagraph; or (ii) two (2) years after induce or attempt to persuade any employee or agent of the Company to terminate such time as employment or agency relationship in order to enter into any Initial Subscriber shall have transferred such relationship with the Stockholder or sold such portion any of its Membership Interest in the Company so as subsidiaries or affiliates or to result in total ownership enter into any such relationship on behalf of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any other business activity within the United States that is in competition or is reasonably expected to be organization in competition with the Company Company. Nothing contained herein shall be deemed a restriction on the Stockholder's right to merge with or which performs services be acquired by any entity engaged in the equipment leasing business and no such merger or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyacquisition shall constitute a breach hereunder. (b) Since Without limiting the damages right of the Buyer and any of its successors or assigns to pursue all other legal and equitable rights available to them for violation of the Company resulting from covenant set forth in Section 3.1(a) above by the Stockholder, it is agreed that other remedies cannot fully compensate the Buyer and its successors and assigns for such a breach of these provisions could not adequately be compensated by money damages, violation and that the Company Buyer and its successors and assigns shall be entitled toto injunctive relief to prevent violation or continuing violation hereof. It is the intent and understanding of each party hereto that if, in addition any action before any court or agency legally empowered to enforce this covenant, any other right term, restriction, covenant or remedy available promise is found to itbe unreasonable and for that reason unenforceable, an injunction restraining then such breach term, restriction, covenant or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph promise shall be deemed invalid, illegal modified to the extent necessary to make it enforceable by such court or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyagency.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanySeller agrees that, each as part of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to consideration for the Company's operations, customers, and other information, and that much payment of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementPurchase Price, for a period equal to the greater of three (i) five (53) years from immediately following the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as Closing Date, neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notAffiliates will, directly or indirectly, whether voluntarily operate, perform or involuntarily, engage have any ownership interest in any business activity within the United States that is in competition develops, manufactures, sells, installs or is reasonably expected to be distributes products in competition with the Company ORiNOCO Business, except that Seller or its subsidiaries may (i) purchase or otherwise acquire by merger, purchase of assets, stock, controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the business of which performs services is not in competition with the ORiNOCO Business, (ii) invest as a minority shareholder with less than 19.9% ownership in any non-public entity provided that neither Seller nor any of its Affiliates has the legal right (by contract or sells goods which are similar the terms of the securities it owns) to those provided, soldapprove any action within the scope of this section), or contemplated (iii) continue to operate the WCND client module business which, among other things, incorporates software products into reference designs, provides radio products for integration into host devices and sells client card products. For the purposes of this Section 5.11(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 5% of any class of such securities shall not be considered to be provided or soldcompetition with the ORiNOCO Business, by and a Person shall not be considered to be in the Company"business" of competing with the ORiNOCO Business if such Person derives less than twenty percent (20%) of its revenues from products that compete with the ORiNOCO Business. (b) Since Seller acknowledges that the damages restrictions set forth in Section 5.11(a) constitute a material inducement to the Company resulting from Buyer's entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of these provisions such obligation could not adequately result in irreparable harm and continuing damage to Buyer for which there may be compensated by money damagesno adequate remedy at law and further agrees that in the event of any breach of said obligation, the Company shall Buyer may be entitled to, in addition to any injunctive relief and to such other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except relief as required by law. The Initial Subscribers agree that is proper under the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebycircumstances.

Non-Competition. (a) As a condition The Executive acknowledges and recognizes the highly competitive nature of its ownership the businesses of a Membership Interest in the Company, each the amount of sensitive and confidential information involved in the discharge of the Initial Subscribers acknowledges Executive’s position as Senior Vice President, Finance, and Chief Financial Officer, and the harm to the Company that would result if such knowledge or expertise was disclosed or made available to a competitor, and accordingly agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to during the entire period that he is employed by the Company's operations, customershe shall not, and other informationdirectly or indirectly in any manner or capacity (e.g., and as an advisor, principal, agent, partner, officer, director, shareholder, employee, member of any association or otherwise) engage in, work for, consult, provide advice or assistance or otherwise participate in any activity that much of is competitive with the information that the Initial Subscribers will be exposed to constitute trade secrets business of the Company. The Initial Subscribers understand Executive further agrees that during such period he will not assist or encourage any other person in carrying out any activity that would be prohibited by the foregoing provisions of this Section 11 if such activity were carried out by the Executive and, in particular, the Executive agrees that he will not induce any employee of the Company to carry out any such activity; provided, however, that the “beneficial ownership” by the Executive, either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and agree Regulations under the Exchange Act, of not more than one percent (1%) of the voting stock of any publicly held corporation shall not be a violation of this Restated Agreement. It is further expressly agreed that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by will or would suffer irreparable injury if the Executive were to compete with the Company or any subsidiary or affiliate of the Initial Subscribers Company in violation of this Restated Agreement and that the Company would by reason of such competition be entitled to injunctive relief in a manner that would be disadvantageous court of appropriate jurisdiction, and the Executive further consents and stipulates to the Companyentry of such injunctive relief in such a court prohibiting the Executive from competing with the Company or any subsidiary or affiliate of the Company in violation of this Restated Agreement. As The Executive further agrees that his continued compliance with the foregoing provisions of this Section 11 following his termination of employment with the Company shall be a resultcondition precedent to his entitlement to any severance benefits to be provided under this Restated Agreement. Accordingly, in exchange for the consideration provided pursuant event that the Executive breaches the provisions of this Section 11 following his termination of employment with the Company, the Executive shall no longer have the right to this Subscription Agreementreceive any salary continuation payments under Section 6.2.2, for a period equal to 7.2.2 or 8.2, whichever is applicable, in excess of the greater of (i) five six (56) years from the date months of signing of this Subscription Agreement; such salary continuation payments or (ii) two the actual salary continuation payments made to date (2) years after with such limited salary continuation payments to serve as the consideration for his requisite Release), shall immediately terminate, any stock options or other equity awards outstanding at the time as any Initial Subscriber shall have transferred of such breach shall, to the extent those options or sold such portion of its Membership Interest in the Company so as awards vested on an accelerated basis pursuant to result in total ownership of less than a two percent (2%) equity interest in the CompanySection 3.3.2, immediately terminate and cease to be outstanding or exercisable, and resigned from the management extension of the Company, each of post-termination exercise period provided for the Initial Subscribers agree that it will not, directly or indirectlyExecutive’s outstanding stock options pursuant to Section 3.3.2 shall be immediately cancelled, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to not those provided, sold, or contemplated to be provided or sold, by the Companyoutstanding options vested on an accelerated basis. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.

Non-Competition. Section 10.1 For a period of twelve (a12) As a condition of its ownership of a Membership Interest in months commencing on the CompanyClosing Date (the “Restricted Period”), each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersSeller shall not, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are shall not used by permit any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a resultSeller Affiliates to, in exchange for the consideration provided pursuant to this Subscription Agreementdirectly or indirectly, for a period equal to the greater of (i) five (5) years from engage in or assist any Person in engaging in the date of signing of this Subscription AgreementRestricted Business anywhere in the world; or (ii) two cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of Company (2) years including any Person that becomes a client, supplier, licensor or customer of Company after such time as the Closing), or any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than other Person who has a two percent (2%) equity interest in the material business relationship with Company, to terminate or adversely modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and resigned from the management of the Company, each of the Initial Subscribers agree that it will does not, directly or indirectly, whether voluntarily own 5% or involuntarily, engage in more of any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companyclass of securities of such Person. (b) Since the damages to the Company resulting from Section 10.2 Seller acknowledges that a breach or threatened breach of these provisions could this Article X would give rise to irreparable harm to Buyer and/or Company, for which monetary damages would not adequately be compensated an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by money damagesSeller of any such obligations, the Company shall be entitled toBuyer shall, in addition to any and all other right or remedy rights and remedies that may be available to itit in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction restraining such breach or threatened breachinjunction, specific performance and in any case no bond or other security shall relief that may be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions available from a court of this paragraph are necessary and reasonable competent jurisdiction (without any requirement to protect the Company in the conduct of its business. If any restriction post bond). Section 10.3 Notwithstanding anything else contained in this paragraph Agreement to the contrary, this Section 10 shall be deemed invalidnot apply to any activities of any Person acquired (pursuant to a stock or asset acquisition, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope merger or other provisions hereof, andform of transaction) by Seller or any Seller Affiliates where 10% or less of the revenues of the acquired Person is from activities that would violate this Section 10 if engaged in by Seller or Seller Affiliates during the six-month period preceding the date of such acquisition and as measured during each six-month period thereafter during the Restricted Period. Section 10.4 Notwithstanding anything else contained in this Agreement to the contrary, in its reduced formthe event Seller or any Seller Affiliate is party to a change in control (pursuant to a stock or asset acquisition, merger or other form of transaction) this Section 10 shall not apply to any activities of the counterparty to such restriction shall then be enforceable in change of control or to Affiliate of such counterparty (exclusive of Seller and any Seller Affiliate) following the manner contemplated herebyconsummation of such change of control, including with respect to any product that is a competing product of the Product that was under development by the counterparty to such change of control or any Affiliate of such counterparty prior to such change of control.

Non-Competition. (a) As a condition of its ownership of a Membership Interest Employee understands and agrees that, in the performance of his duties under this Agreement and as a result of his previous employment by RMD, Employee may at times meet with the Company's, each RMD's customers and/or suppliers and that, as a consequence of using or associating himself with their name, goodwill and professional reputation, Employee's employment will place him in a position where Employee can further develop personal and professional relationships with the Initial Subscribers Company's, and/or RMD's current and prospective customers and/or suppliers. Employee further acknowledges that in the performance of his duties under this Agreement and as a result of his previous employment by RMD, Employee has been and will continue to be provided with certain specialized skills, training and/or know-how, as well as possess the Confidential Information or Trade Secrets referred to above. Employee understands and agrees that it will have access this goodwill and reputation, as well as Employee's skills, training, know-how and knowledge of Confidential Information or Trade Secrets could be used to and become familiar compete with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any RMD. Accordingly, Employee agrees that, during the course of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange Employee's employment with Company and for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing Employee's inception of employment (whether voluntarily or involuntarily) or the termination of this Subscription Agreement; or (ii) two (2) years after such time Agreement at the end of any term, except as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in approved by the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companywriting which will not be unreasonably withheld, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, Employee shall not directly or indirectly, whether voluntarily individually or involuntarilywith others: (a) Cause or attempt to cause any existing customer of the Company to divert, engage in terminate, limit, modify adversely or not enter into any business activity within the United States that is in competition or is reasonably expected to be in competition relationship with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach Solicit, employ or contract with any of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to Company's or any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by lawof its subsidiaries' employees. The Initial Subscribers agree that the provisions term "employ" for purposes of this paragraph are necessary and reasonable means to protect enter into an arrangement for services as a full-time or part-time employee, independent contractor, agent or otherwise. (c) Compete with the Company in the conduct design, development, manufacture or sale of any of its businessthen current or contemplated products or services. If Employee further agrees during the above-stated five year period to inform any restriction contained new person, firm or entity with whom Employee proposes to enter into an employment or a business relationship, before accepting such employment or entering into such a relationship, of the restrictions on Employee set forth in Paragraphs 7, 8 and 9 of this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyAgreement.

Non-Competition. (aExcept as set forth in Schedule 8.5(a) As a condition of its ownership and specifically limited by descriptions therein, each Seller agrees and acknowledges that he, she, or it is familiar with the trade secrets and other information of a Membership Interest confidential or proprietary nature of the Acquired Companies, their respective businesses, and their respective business relations Each Seller also agrees and acknowledges that Purchaser and its Affiliates would be irreparably damaged if such Seller were to provide services or to otherwise participate in the Company, each operations or business of any other Person competing with the businesses of the Initial Subscribers Acquired Companies in a similar business and that any such competition would result in a significant loss of goodwill by Purchaser in respect of such businesses. Each Seller further agrees and acknowledges that (i) the covenants and agrees that it will have access agreements set forth in this Section 8.5 were a material inducement to Purchaser to enter into this Agreement and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other informationperform its obligations hereunder, and that much Purchaser and its Affiliates would not obtain the benefit of the information that bargain set forth in this Agreement as specifically negotiated by the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that parties hereto if such confidential information and trade secrets are not used by Seller breached any of the Initial Subscribers provisions of this Section 8.5; and (ii) in a manner order to assure Purchaser that would the Acquired Companies’ businesses and the Acquired Securities will retain their value, it is necessary that each Seller undertake not to utilize his, her, or its special knowledge of the business of the Acquired Companies and such Seller’s relationship with clients or customers to compete with Purchaser for the Restricted Period (as referred to in Section 8.5(b)). Therefore, in further consideration of the amounts to be disadvantageous to the Company. As a result, paid hereunder in exchange for each Seller’s sale of all of the consideration provided pursuant to this Subscription AgreementAcquired Securities held by such Seller, and the goodwill of the businesses of the Acquired Companies sold in connection therewith, each Seller agrees that from and after the Closing Date and continuing for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber from the Closing Date (the “Restricted Period”), he, she, or it shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companynot, and resigned from the management of the Company, shall cause each of the Initial Subscribers agree that it will nothis, her or its Affiliates not to, directly or indirectly, whether voluntarily either for himself, herself, or involuntarilyitself or through any other Person, as an employee, agent, consultant, director, equity holder, manager, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in, be employed by, or participate in any business activity manner in, act as a consultant or advisor to, render services for (alone or in association with any Person), permit such party’s name to be used by any enterprise that engages in or participates in, or otherwise assist any Person that engages in or owns, invests in, operates, manages, or controls any venture or enterprise that directly or indirectly engages or proposes to engage anywhere within the United States that is of America in competition the business of the sale or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provideddistribution of medical devices, soldmedical equipment, or contemplated to be provided related products or sold, by the Company. services (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damagescollectively, the Company “Restricted Business”). Nothing contained herein shall be entitled to, construed to prevent a Seller (A) from investing in addition to the stock of any other right competing Person listed on a national securities exchange or remedy available to it, traded in the over-the-counter market so long as such party is not involved in the business of such Person and such party does not own more than five percent (5%) of the equity of such Person or (B) from having an injunction restraining such breach or threatened breach, and Investment in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyPerson set forth on Schedule 8.5(a).

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges 16.01 Distributor hereby covenants and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to during the Company's operations, customersterm of this Agreement, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to of one (1) year following the greater of (i) five (5) years from the date of signing termination of this Subscription Agreement; , Distributor shall not, for whatever reason and with or (ii) two (2) years after such time without cause, either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, company, corporation or entity as principal, agent, employee, shareholder, owner, investor, partner or in any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notother manner whatsoever, directly or indirectly, whether voluntarily carry on or involuntarilybe engaged in or be concerned with or interested in or advise, engage lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any person or persons, firm, association, syndicate, company, corporation or entity engaged in or concerned with or interested in the business of manufacturing, producing, marketing, distributing or selling, for wholesale or retail, any business activity products similar to or competitive with the Products to the Market within the United States Territory. 16.02 The parties agree that is in competition or is reasonably expected all of the restrictions contained herein are reasonable and valid and Distributor hereby waives all defenses to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, strict enforcement thereof by the Company. (b) Since 16.03 Distributor agrees that the damages to remedy at law for any breach by it of the Company resulting from a provisions hereof may be inadequate and that in the event of such breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled toto make an application to the appropriate court granting Company temporary and/or permanent injunctive relief against Distributor, without the necessity of proving actual damage to Company. 16.04 Distributor agrees that waiver by Company of any breach of a covenant or provision contained herein shall only be a waiver in addition respect of the particular breach thereof giving rise to such waiver. 16.05 If Distributor is in breach of any other right or remedy available to it, an injunction restraining of such breach or threatened breach, and in any case no bond or other security restrictions the running of the period of proscription shall be required stayed and shall recommence upon the date Distributor ceases to be in connection therewith except as required breach thereof, whether voluntarily or by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebyinjunction.

Non-Competition. As a material inducement for Buyer entering into this Agreement, and as additional consideration therefor, each Seller hereby agrees that: (a) As For a condition period of five (5) years after the Closing, each Seller shall not, and shall cause its Affiliates not to, without the prior written consent of the Buyer, directly or indirectly, engage or participate in, whether as principal, manager, director, officer, shareholder, member, employee, agent, consultant, or otherwise, or become involved in any business in competition with the Business anywhere in the world (the “Restrictive Activities”) other than through operation of the Company and its Subsidiaries; provided, that: (A) passive ownership of a Membership Interest two percent (2%) or less of the voting stock, equity securities or other equity interests or other securities convertible into any company, corporation, partnership or other entity that is public and (B) interests in the CompanyBuyer pursuant to this Agreement, in each case, shall not be a breach of the Initial Subscribers acknowledges Sellers’ and agrees that it will have access to its Affiliates’ obligations under this Agreement. (b) ▇▇▇▇▇ and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand each Seller acknowledge and agree that the covenants and agreements contained in this Section 6.12 have been negotiated in good faith by each of them. Buyer and each Seller further acknowledge that the covenants and agreements contained in this Section 6.12 are necessary to preserve the value of the Company for the Buyer following the transactions contemplated herein. Each Seller acknowledges that the limitations of time, geography and scope of activity agreed to in this Section 6.12 are reasonable because, among other things: (A) the Company is engaged in a highly competitive industry, (B) each Seller has a legitimate unique access to, and will continue to have access to, Confidential Information, including trade secrets and know-how regarding the Company, (C) each Seller is receiving significant consideration in connection with the transactions contemplated herein and (D) this Section 6.12 provides no more protection than is necessary to protect the Buyer’s interest in assuring that such confidential information the goodwill of the Company, Confidential Information and trade secrets are not used by secrets. If any one or more of the Initial Subscribers provisions contained in a manner that would this Section 4.12 shall be disadvantageous held to be excessively broad as to scope, territory or period of time, such provisions shall be construed by limiting and reducing them so as to be enforceable to the Company. As a resultmaximum extent allowed by applicable Law. (c) Except as required by Law, in exchange for the consideration provided pursuant to this Subscription Agreement, each Seller shall hold for a period equal to the greater of (i) five (5) years from the date Closing Date in confidence all Confidential Information obtained in the course of signing its ownership of, or participation in, the Company which is either non-public, confidential or proprietary in nature. For a period of this Subscription Agreement; five (5) years from the Closing Date, each Seller shall keep such Confidential Information confidential and shall not, without the prior written consent of the Buyer, disclose such Confidential Information to any Person. Notwithstanding the foregoing, each Seller may disclose Confidential Information if and only to the extent such disclosure (i) is reasonably necessary for the purpose of such Seller asserting its rights (or a defense) in a dispute among the parties hereto, (ii) two is required by Law, subject to reasonable prior notice to Buyer, cooperation with Buyer (2at Buyer’s sole cost) years after such time as any Initial Subscriber shall have transferred or sold such portion of in its Membership Interest in the Company so as attempt to result in total ownership of less than seek a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond protective order or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereofrelief, and, failing the entry of such a protective order or other relief, the limitation of any such disclosure to such Confidential Information as is, in its reduced formthe opinion of counsel, legally required to be so disclosed, (iii) is obtained by a Seller from a third party who has no obligation of confidentiality to Buyer with respect to such information or (iv) is generally available to the public at the time of disclosure by a Seller, provided that, such restriction shall then be enforceable in entrance into public knowledge is through no breach of this Agreement by any Seller or person(s) acting on a Seller’s behalf. Each Seller will use its commercially reasonable efforts to limit any disclosure of the manner contemplated herebyConfidential Information.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the CompanySeller agrees that, each as part of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to consideration for the Company's operations, customers, and other information, and that much payment of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription AgreementPurchase Price, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as immediately following the Closing Date, neither Seller nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notAffiliates will, directly or indirectly, whether voluntarily as a principal, stockholder, joint venturer, or involuntarilyotherwise, engage operate, perform or have any ownership interest in any business activity within the United States that is engages in competition research and design, develops, manufactures, sells, installs or is reasonably expected to be distributes products in competition with the Company Mobility Business, except that Seller may (i) purchase or otherwise acquire by merger, purchase of assets, stock, controlling interest or otherwise any Person or business or engage in any similar merger and acquisition activity with any Person the primary business of which performs services or sells goods which are similar to those provided, soldis not in competition with the Mobility Business, or contemplated (ii) invest as a minority shareholder in any Person. For the purposes of this Section 5.11(a), ownership of securities of a company whose securities are publicly traded under a recognized securities exchange not in excess of 10% of any class of such securities shall not be considered to be provided competition with the Mobility Business, and a Person shall not be considered to be in the “primary business” of competing with the Mobility Business if such Person derives less than 20% of its revenues, up to a maximum aggregate amount of Two Hundred Million Dollars ($200,000,000), from products that compete with the Mobility Business. For the avoidance of doubt, the parties agree that the agreements and limitations set forth in this Section 5.11 shall not apply to any entity that acquires all or sold, by the Companypart of Seller in any transaction. (b) Since Seller acknowledges that the damages restrictions set forth in Section 5.11(a) constitute a material inducement to the Company resulting from Buyer’s entering into and performing this Agreement. Seller further acknowledges, stipulates and agrees that a breach of these provisions such obligation could not adequately result in irreparable harm and continuing damage to Buyer for which there may be compensated by money damagesno adequate remedy at Law and further agrees that in the event of any breach of said obligation, the Company shall Buyer may be entitled to, in addition to any injunctive relief and to such other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except relief as required by law. The Initial Subscribers agree that is proper under the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. circumstances. (c) If any restriction provision contained in this paragraph Section shall for any reason be deemed held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.11, but this Section 5.11 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by reason of extent, duration, geographical scope hereofapplicable Law, or otherwisein any way construed to be too broad or to any extent invalid, then such provision shall not be construed to be null, void and of no effect, but to the Court making extent such determination provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall have construe and interpret or reform this Section 5.11 to provide for a covenant having the right to reduce such extentmaximum enforceable geographic area, duration, geographical scope or time period and other provisions hereof, and, in its reduced form, (not greater than those contained herein) as shall be valid and enforceable under such restriction shall then be enforceable in the manner contemplated herebyapplicable Law.

Non-Competition. (a) As a condition Except as permitted by the last sentence of its ownership this Paragraph 3, during the term of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that your employment by the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companyone year thereafter, and resigned from the management of the Company, each of the Initial Subscribers agree that it you will not, not directly or indirectly, whether voluntarily as an officer, director, stockholder, employee, advisor, manager, partner, proprietor, associate, representative, consultant, or involuntarily, engage in any capacity whatsoever engage in, become financially interested in, be employed by or have any business activity within the United States connection with any other person, corporation, firm, partnership or other entity whatsoever that is engaged anywhere in competition the world, in any line of business engaged in (or is reasonably expected planned to be in competition with engaged in) by the Company or which performs services or sells goods which are similar to those without the prior consent of the Board; provided, soldhowever, or contemplated that anything above to be provided or soldthe contrary notwithstanding, by you may own, as a passive investor, securities of any publicly-traded entity, so long as your holdings in any one such entity do not in the aggregate constitute more than one percent (1%) of the voting stock of such entity and securities of any non-publicly traded entity, so long as your holdings in any one such entity do not in the aggregate constitute more than five percent (5%) of the voting stock of such entity; and further provided, that the restrictions in this Paragraph 3 shall apply after your term of employment only to the extent the restricted actions would involve the use of the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages's trade secrets. For such purpose, the Company shall be entitled to, term "trade secrets" includes "Confidential Information" as that term is defined in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, your Confidentiality and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its businessIntellectual Property Agreement. If any restriction contained set forth in this paragraph is held to be unreasonable, then you agree, and hereby submit, to the reduction and limitation of such prohibition to such area or period as shall be deemed invalidreasonable under the law. Notwithstanding the above, illegal the Company through the Board will give its consent to allow you to participate on Boards of Directors and management teams of other companies that are deemed not to be competitive by the Company ("Approved Commitments"). In all cases, you will be subject to your continued fiduciary obligations to the Company and its stockholders. The Approved Commitments shall also include other civic or unenforceable by reason not-for-profit activities you many engage in so long as such activities do not interfere with the performance of extent, duration, geographical scope hereof, your job duties. The Approved Commitments shall also include other civic or otherwise, then not-for-profit activities you many engage in so long as such activities do not interfere 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 herebyperformance of your job duties.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for For a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in Effective Date, the Company, and resigned from the management of the Company, each of the Initial Subscribers agree Seller agrees that it will not, directly or indirectly, whether voluntarily engage or involuntarilyinvest in, engage own, manage, operate, license, finance, control, or participate in the ownership, management, operation, financing, or control of, be associated with, or in any business activity within manner connected with any Person involved in the United States development, marketing and sales of any "competitive product" except as an authorized reseller of the Purchaser pursuant to a written agreement. For purposes of this Agreement, a "competitive product" shall mean any product that is provides features to perform as a remote access server, communications server, terminal server or print server, and any product that provides functions for remote console management or network management. The Seller acknowledges that the restrictions contained in competition or is reasonably expected this Section 5.3 are reasonable and necessary to be in competition with protect the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, legitimate interests of the Purchaser and that any breach by the Company.Seller of any provision hereof will result in irreparable injury to the Purchaser. The Seller acknowledges that, in addition to all remedies available at law, the Purchaser shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, as may be appropriate. Such equitable relief for earnings and profits shall not exceed $100,000 in the first and second year after the Effective Date; $90,000 in the third year after the Effective Date; $80,000 in the fourth year after the Effective Date and $70,000 in the fifth year after the Effective Date. The Purchaser shall not be required to post any bond or other security in connection with any proceeding to enforce this Section 5.3. The Seller may, however: (a) sell up to 200 units from its IntelliServer Slimline product line from components owned by the Seller on the Effective Date; (b) Since license or sell the damages to technology for the Company resulting from a breach of these provisions could not adequately be compensated by money damagesTitan Product Line, however, the Company shall be entitled to, in addition Purchaser has a right of first refusal to accept and enter into any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree transaction with the Seller that the provisions Seller has agreed to in an arms length transaction with an unrelated third party; and (c) resell an unrelated third party's hardware for purposes of this paragraph are necessary offering to its service and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal support customers a remote console management or unenforceable by reason of extent, duration, geographical scope hereof, 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 herebynetwork management solution.

Non-Competition. (a) As a condition of In the event that Scrushy's employment under this Agreement shall terminate during its ownership of a Membership Interest in the Companyterm, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant period of time with respect to this Subscription Agreement, for a period equal which Scrushy is entitled to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years receive compensation hereunder after such time as any Initial Subscriber termination, Scrushy shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily own, operate, be employed by, be a director of, act as a consultant for, be associated with, or involuntarilybe a partner or have a proprietary interest in, engage any enterprise, partnership, association, corporation, joint venture or other entity, which is competitive with the rehabilitation business of HEALTHSOUTH, or any subsidiary or affiliate thereof, in any county in a state where HEALTHSOUTH or its subsidiaries or affiliates are conducting such business activity within at the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those time of such termination; provided, soldhowever, or contemplated to that if such termination shall occur as a result of the causes enumerated in Section 8(f) of this Agreement, this Section 9 shall be provided or sold, by the Companyvoid and shall be of no further force and effect. (b) Since The parties have entered into this Section 9 of this Agreement in good faith and for the damages reasons set forth in the recitals hereto and assume that this Agreement is legally binding. If, for any reason, this Agreement is not binding because of its geographical scope or because of its term, then the parties agree that this Agreement shall be deemed effective to the Company resulting from widest geographical area and/or the longest period of time (but not in excess of one year) as may be legally enforceable. (c) Scrushy acknowledges that the rights and privileges granted to HEALTH- SOUTH in this Section 9 are of special and unique character, which gives them a peculiar value, the loss of which may not be reasonably or adequately compensated for by damages in an action of law, and that a breach thereof by Scrushy of this Agreement will cause HEALTH- SOUTH great and irreparable injury and damage. Accordingly, Scrushy hereby agrees that HEALTHSOUTH shall be entitled to remedies of injunction, specific performance or other equitable relief to prevent a breach of these provisions could this Section 9 of this Agreement by Scrushy. This provision shall not adequately be compensated by money damages, the Company shall be entitled to, in addition to construed as a waiver of any other right rights or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, remedies HEALTHSOUTH may have for damages 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.

Non-Competition. (a) As a condition ​ A. The Restricted Party shall not, for itself or any other Person, compete with2 UFP or any of its ownership affiliates or subsidiaries including, after the Effective Time, the Company and its subsidiaries, or their respective successors (collectively, the “Related Entities”), during the Restricted Period. During the Restricted Period, the Restricted Party shall cause its current and future affiliates (other than the Related Entities) to not, for themselves or for any other Person (other than a Related Entity), compete with UFP or the Related Entities during the Restricted Period. Except for the specific obligations of a Membership Interest in this Section 2, nothing herein shall be construed to prohibit the CompanyRestricted Party from manufacturing, each of selling, or distributing any products or services that are not the Initial Subscribers acknowledges same as or directly competitive with products or services manufactured, sold, or distributed by the UFP or any Related Entity and related to the Business. ​ B. The Restricted Party further agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much provisions of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, Section 2 shall continue for a period equal to the greater of (i) five (5) years from the date Closing Date (the “Restricted Period”). ​ C. The Restricted Party acknowledges and agrees that: (i) compliance with this Agreement is necessary to protect UFP’s acquisition of signing of this Subscription Agreement; or the Business and goodwill; (ii) two a breach of this Agreement will irreparably and continuously damage UFP; and ​ (2iii) years after an award of money damages will not be adequate to remedy such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest harm. ​ D. The Restricted Party agrees that, in the Company event he, she or it breaches or threatens to breach any of the covenants set forth in this Section 2, UFP shall be entitled to both: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 Note to Draft: See definition of "compete with" above. ​ ​ (i) A preliminary or permanent injunction so as to result in total ownership of less than a two percent (2%) equity interest in prevent the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such threatened breach or threatened the continuation of such breach, and in without any case no requirement to post a bond or other security shall security; and ​ (ii) Money damages, insofar as they can be required determined, including without limitation, all reasonable and documented costs and attorneys’ fees incurred by UFP in connection therewith except as required by law. The Initial Subscribers agree that enforcing the provisions of this paragraph are necessary Agreement. Any monetary damages under this subsection to which UFP may be entitled shall not be limited to any amounts paid or allocated under the Merger Agreement. ​ E. If the Restricted Party breaches Section 2 of this Agreement, the Restricted Period shall be tolled and reasonable suspended for a period of time equal to protect the Company aggregate amount of time during which the Restricted Party is or continues to be in breach of Section 2. ​ F. Notwithstanding the conduct of its business. If any restriction contained foregoing, nothing in this paragraph Agreement shall be deemed invalidprohibit UFP or any Related Entity from also pursuing any other remedy, illegal or unenforceable by reason of extentwhether contractual, duration, geographical scope hereoflegal, or otherwiseequitable, then the Court making such determination shall have the right and all remedies that may be available to reduce such extent, duration, geographical scope UFP or other provisions hereof, and, in its reduced form, such restriction shall then be enforceable in the manner contemplated hereby.any Related Entity are cumulative. ​

Non-Competition. The Employee hereby accordingly agrees that, for the consideration stated herein and other compensation payable to the Employee, during Employee's employment with the Company and continuing thereafter for a period of one (1) years, Employee will not: (a) As a condition Conduct or engage in (whether as an owner, principal, partner, member, employer, employee, representative, distributor, officer, director or otherwise) any business or enterprise (whether or not for profit) which offers or performs services in direct competition with those services being offered, provided or contemplated by the Company now or at any time during Employee's employment by the Company anywhere in United States of its ownership of a Membership Interest America or any other geographic area in which the CompanyCompany is now or then conducting business. (b) divert, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationstake away, solicit or interfere with, directly or indirectly, any Company business from any investors, employees, customers, suppliers, franchisees (current and prospective), trade or other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets patronage of the Company. The Initial Subscribers understand parties hereto hereby acknowledge and agree that the Company has a legitimate interest restrictions contained in assuring that such confidential information this Agreement are reasonable and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange necessary for the consideration provided pursuant to this Subscription Agreement, purpose of preserving for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, its business and resigned from goodwill and other proprietary rights. It is the management desire and intent of the Companyparties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement may be sought. Accordingly, each to the extent any provision hereof is deemed unenforceable by limitation thereon, the parties agree that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction in which enforcement is sought. Furthermore, if any particular portion of this Agreement be adjudicated as invalid or unenforceable, such portion shall be deleted and such deletion shall apply only with respect to the operation of such portion in the particular jurisdiction in which such adjudication is made. In the event of a breach or threatened breach by the Employee of the Initial Subscribers agree provisions hereof, the Employee acknowledges that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States remedy at law would be inadequate and that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled toto an injunction restraining Employee h m such breach, in addition to monetary damages and any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required provided by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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."

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and 6.01 The Contractor agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred from the Effective Date, he/she will not compete directly or sold such portion of its Membership Interest indirectly with the Company in the business of creating another fitness studio related to items that Company so sells or services the Company provides within a fifty (50) mile radius of ENTER STUDIO NAME measured from the ENTER STUDIO ADDRESS (the "Restricted Area"). For purposes of this Agreement, direct and indirect competition includes, but is not be limited to (1) competition as a sole proprietor, partner, corporate officer, director, shareholder, manager, employee, agent, independent contractor, or any other manner in which the Contractor may hold any beneficial interest in a competitive business, derive any income from such business, or provide any service, including the benefit of her reputation or know how, to result in total ownership of less than a two percent such business, or (2%) equity interest in the Companylending, and resigned from the management of the Companygifting, each of the Initial Subscribers agree that it will notor providing, directly or indirectly, whether voluntarily any financial assistance, advice, or involuntarilyguidance to any person or entity preparing to or engaging in a business similar to the Company’s business. 6.02 The Contractor recognizes and agrees that the Company will suffer immediate and irreparable damage if the Contractor breaches any term of this Agreement. The Contractor consents to the entry of temporary, preliminary, and permanent injunctive relief by any court of competent jurisdiction against him/her to restrain any breach or threatened breach and agrees to pay all costs and attorney fees incurred by the Company in enforcing this Agreement if the Contractor is deemed to have violated this Agreement. These rights are cumulative, and the Company may seek damages and any other remedies the Company so chooses. 6.03 The Company agrees to allow Contractors to teach fitness at other facilities, studios, and gyms that such Contractor does not have a financial interest or stake within. The Company also agrees that Contractor will be allowed to teach clients, with which they are engaged in business prior to the signing of this agreement, in their homes. Contractor agrees that they will not engage in any business activity within the United States that is in competition with clients of ▇▇▇▇▇▇ Fit! or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those providedits dba companies, soldoutside of Company's facilities, nor will Contractor advertise, market, or contemplated to be provided or soldengage in social media with clients of the Company, by unless on direct behalf of the Company, and at the request of the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in From and after the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersClosing, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) next --------------- succeeding two (2) years after such time as (the "Restricted Period"), none of the Sellers shall, ----------------- directly or indirectly, or in whole or in part, (i) engage in any Initial Subscriber shall have transferred or sold such portion activity which is directly competitive with the business of its Membership Interest in the Company so or the Buyer as to result conducted during the one (1) year period immediately preceding the Closing or (ii) become interested in total ownership of less than any Person engaged in such activity in any capacity including, but not limited to, as a two percent (2%) equity interest in partner, shareholder, principal, agent, representative, supplier, trustee, employee or consultant. During the CompanyRestricted Period, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notno Seller shall, directly or indirectly, whether voluntarily hire or involuntarily, engage in solicit any business activity within employee of the United States that is in competition Buyer or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled toencourage, in addition any way, any such employee to leave such employment. The Sellers hereby acknowledge that any other right or remedy available to it, an injunction restraining such breach or threatened breachbreach of any of the covenants contained herein would cause irreparable harm to the Buyer and that money damages would not, alone, provide an adequate remedy to the Buyer. The Buyer shall have all of the rights and remedies available under law, or in equity, to a party enforcing any case no such covenants, each of such rights and remedies to be independent of the other and severally enforceable including, but not limited to, the right to have such covenants enforced by any court of competent jurisdiction including, but not limited to, through temporary injunctive relief, temporary restraining order and/or permanent injunctive relief, all without requirement for the posting or provision of any bond or other security security, which requirements being hereby expressly waived by the Sellers, and the right to require any Seller who is a violating party to account for, and pay over to the Buyer, all benefits derived or received by such violating party as a result of any breach of such covenant. No Seller who is a violating party shall be required in connection therewith except raise as required by a defense to the granting of any such relief that the Person requesting any such relief has an adequate remedy at law. The Initial Subscribers agree Each of the Sellers acknowledges and agrees that the provisions of this paragraph covenants set forth herein are necessary reasonable in duration and reasonable to protect the Company scope and in the conduct of its businessall other respects. If any restriction contained in this paragraph court determines that any such covenants, or any part thereof, are invalid or unenforceable the remaining covenants shall not thereby be affected and they shall be deemed invalidgiven full effect, illegal or unenforceable by reason of extent, duration, geographical scope hereofwithout regard to the invalid portions. If any court determines that all, or otherwiseany part of, then the Court making covenants contained herein are unenforceable, because of the duration or scope of such determination shall have the right provision, such court is requested to reduce the duration or scope of such extentprovision, durationas the case may be, geographical scope or other provisions hereof, andso that, in its reduced form, such restriction provisions shall then be enforceable enforceable. The Sellers intend to and do hereby confer jurisdiction to enforce the covenants contained herein upon the courts of any jurisdiction within the United States. If the courts of any one or more of such jurisdictions hold such covenants unenforceable by reason of the breadth of their scope, or otherwise, it is the intention of the parties that such determination not preclude, or in any way affect, the right of the Company or the Buyer to the relief provided above in the manner contemplated herebycourts of any other jurisdiction within the United States as to breaches of such covenant in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable and independent covenants. Nothing contained herein shall preclude any party hereto from owning less than 1% of the issued and outstanding capital stock of any corporation whose shares are listed for trading on the New York Stock Exchange, American Stock Exchange or NASDAQ National Market.

Non-Competition. (a) As a condition In order that Purchaser may have and enjoy the full benefit of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal of three (3) years from and after the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, without the prior written consent of Purchaser, engage in a Competing Business; provided, however, that nothing in this Section 6.8 shall be construed to prohibit Seller from the sale of the Products and related services and support (and the performance of such related services and support) as provided in the Transaction Documents. Notwithstanding the foregoing, Seller shall not market or sell the Products after the expiration of the applicable EOA Term and Seller shall not enter into any agreement with customers that require Seller to sell Products after ninety (90) days after the EOA Announcement; provided, however, that (a) with respect to customers that have a ninety-day EOA Term, Seller may fulfill any customer orders for Products received by Seller prior to the greater expiration of the applicable EOA Term during the first thirty (i30) days following the expiration of such EOA Term, and (b) with respect to customers that have an Extended EOA Term, Seller may fulfill any such customer orders for Products received by Seller prior to the expiration of the applicable Extended EOA Term during the first thirty (30) days following the expiration of the Extended EOA Term (provided that Seller provides Purchaser with notice of any such fulfillment of orders within five (5) years from business days of such fulfillment as well as the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management duration of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyExtended EOA Term for such customer). (b) Since In the damages to the Company resulting from event that (i) a breach third party shall acquire Seller by means of these provisions could not adequately be compensated by money damagesany business combination (including an asset purchase, the Company merger or consolidation) or (ii) Seller shall be entitled toeffect any merger, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond consolidation or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that business combination with any third party pursuant to which the stockholders of Seller immediately prior to consummation of such transaction own less than a majority of the outstanding common stock of the resulting or surviving entity (or the parent thereof), the provisions of this paragraph are necessary Section 6.8 shall continue to apply solely to Seller and reasonable its Subsidiaries, and not to protect the Company third party referenced in clause (i) or (ii) of the conduct immediately preceding, as applicable (a “Seller Acquiror”) or any of its businessAffiliates (other than Seller and its Subsidiaries). If In the event that Seller shall effect any restriction contained transaction described in this paragraph clause (i) or (ii) of the immediately preceding sentence, during such three-year period described in Section 6.8(a), Seller and its Subsidiaries shall be deemed invalid, illegal not license the Purchased Assets to Seller Acquiror or unenforceable by reason any of extent, duration, geographical scope hereof, its Affiliates (other than Seller and its Subsidiaries in existence as of the date immediately prior to any such transaction described in (i) or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, (ii) above) for use in its reduced form, such restriction shall then be enforceable in the manner contemplated herebya Competing Business.

Non-Competition. As a condition to, and in consideration of, the Company’s entering into this Agreement, and giving Consultant access to certain confidential and proprietary information, which Consultant recognizes is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by the provisions of this Section 6 as applied to Consultant and other employees similarly situated to Consultant, and for ten dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which Consultant hereby acknowledges, Consultant acknowledges and hereby agrees as follows: (a) As that Consultant is and will be engaged in the business of the Company; (b) that Consultant has occupied a condition position of its ownership trust and confidence with the Company prior to the Effective Date, and that during such period and the period of Consultant’s Consulting Services under this Agreement, Consultant has, and will, become familiar with the Company’s trade secrets and with other proprietary and confidential information concerning the Company; (c) that the obligations of this Agreement are directly related to the Consulting Services and are necessary to protect the Company’s legitimate business interests; and that the Company’s need for the covenants set forth in this Agreement is based on the following: (i) the substantial time, money and effort expended and to be expended by the Company in developing technical designs, computer program source codes, marketing plans and similar confidential information; (ii) the fact that Consultant will be personally entrusted with the Company’s confidential and proprietary information; (iii) the fact that, after having access to the Company’s technology and other confidential information, Consultant could become a Membership Interest competitor of the Company; and (iv) the highly competitive nature of the Company’s industry, including the premium that competitors of the Company place on acquiring proprietary and competitive information; and (d) that for a period commencing on the Effective Date and ending three (3) months following Termination as provided in Section 11.(c), Consultant shall not in any way engage, without the Company’s written consent (such consent not to be unreasonably withheld), in any business in competition with the business of the Company, each or seek any position from any company or individual who competes with the business of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to Company, or accept any capacity or position offered by any company or individual who competes in the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets business of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management “business of the Company, each ” as referred to in this Agreement means the business of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity oil and gas exploration within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the CompanyState of Texas and Louisiana. (b) Since the damages to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereof, 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.

Non-Competition. (a) As a condition Each of the Sellers agrees that, except with respect to the operations of HGA or MeadowWood in effect on the date of this Agreement, neither it nor any of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it affiliated entities will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; Closing Date directly or indirectly (iii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest own, build, invest in, assist in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companydevelopment of, and resigned from the management of the Companyor have any management, each of the Initial Subscribers agree that it will notadministrative or operational role in, any psychiatric hospital or mental or behavioral health facility, or any firm, corporation, business or other organization or enterprise, which is engaged, directly or indirectly, whether voluntarily in the provision of mental or involuntarilybehavioral health care services, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs outpatient counseling services or sells goods management services within fifty (50) miles of the respective locations of, HGI, Hampton, Midwest, Riveredge and any hospital or other facility which are similar is the subject of a Management Contract, (ii) except for the Excluded Employees, solicit for employment any employee of the Facilities purchased by Buyers pursuant to those provided, soldthe terms of this Agreement or any hospital or other facility under a Management Contract, or contemplated (iii) interfere with, disrupt or attempt to be provided disrupt the relationship between any of the Buyers or soldany of their affiliates and any of their respective lessors, by the Company. (b) Since the damages lessees, contractors, licensors, licensees, customers or suppliers pertaining to the Company resulting from a breach of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition to Facilities or any other right or remedy available to it, an injunction restraining such breach or threatened breach, and in any case no bond hospital or other security shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its businessfacility under a Management Contract. If any restriction contained court determines that any of the restrictive covenants set forth in this paragraph shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereofSection 8.2, or otherwiseany part of such covenants, then is unenforceable because of the Court making duration of such determination provision or the area covered thereby, such court shall have the right power to reduce the duration or area of such extent, duration, geographical scope or other provisions hereof, provision and, in its reduced form, such restriction provisions shall then be enforceable and shall be enforced. Each of the Sellers acknowledges that the remedy at law for any breach or threatened breach of the provisions of this Section by any of them will be inadequate, and that, accordingly, the UHS Group shall, in addition to all other available remedies, be entitled to injunctive relief, without being required to post bond or other security and without having to prove the manner contemplated herebyinadequacy of the available remedies at law. Each of the Sellers agrees not to plead or defend on any grounds of adequate remedy at law or any similar defense in any action by any of the UHS Group against any of them for injunctive relief or for specific performance of any of its obligations under this Section. Nothing contained herein shall be construed as prohibiting any of the UHS Group from pursuing any other remedies for such breach or threatened breach.

Non-Competition. (a) As For a condition period of its ownership of a Membership Interest in twenty-four months commencing on the CompanyClosing Date (the “Restricted Period”), each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customersSeller shall not, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are shall not used by permit any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a resulthis affiliates to, in exchange for the consideration provided pursuant to this Subscription Agreementdirectly or indirectly, for a period equal to the greater of (i) five engage in or assist others in engaging in the development and/or commercialization of products competitive with the Sureset catheter securement and stabilization devices (5the “Restricted Business”) years from in the date United States, any member state of signing of this Subscription Agreementthe European Union, the United Kingdom and/or India (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iiiii) two (2) years after such time as cause, induce or encourage any Initial Subscriber shall have transferred material actual or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Companyprospective client, and resigned from the management customer, supplier or licensor of the CompanyBuyer, each or any other Person who has a material business relationship with the Buyer, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of the Initial Subscribers agree that it will any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, whether voluntarily own 5% or involuntarily, engage in more of any business activity within the United States class of securities of such Person. Seller acknowledges that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach or threatened breach of these provisions could this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not adequately be compensated an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by money damagesSeller of any such obligations, the Company shall be entitled toBuyer shall, in addition to any and all other right or remedy rights and remedies that may be available to itit in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction restraining injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Seller acknowledges that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such breach or threatened breachcovenant, and such covenant shall be deemed reformed, in any case no bond such jurisdiction to the maximum time, geographic, product or service or other security shall be required in connection therewith except as required limitations permitted by applicable law. The Initial Subscribers agree that covenants contained are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the provisions of this paragraph are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this paragraph shall be deemed invalid, illegal remaining covenants or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and, and any such invalidity or unenforceability in its reduced form, any jurisdiction shall not invalidate or render unenforceable such restriction shall then be enforceable covenant or provision in the manner contemplated herebyany other jurisdiction.]

Non-Competition. (a) As a condition of its ownership of a Membership Interest in the Company, each of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for For a period equal to the greater of three (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (23) years after such time the Closing, none of the Sellers shall directly or indirectly engage in the business of providing telecommunications or electrical services in the nature of engineering, construction, installation, upgrading, maintenance, mapping, locating or technical activities for utility companies, cable television systems or telephone companies (the "Purchaser's Business"), whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer or beneficial or record owner of more than four percent of the stock of any Initial Subscriber corporation or association of any nature which is competitive to the Purchaser's Business in the contiguous lower 48 states of the United States of America. Within that geographical area and during that non-compete period, none of the Sellers shall have transferred solicit or sold such portion do business competitive to the Purchaser's Business with any customers, partners or associates of the Purchaser or any of its Membership Interest subsidiaries. Provided, however, that nothing in this Section or this Agreement shall prevent any Seller from participation in the Company so as management of or ownership of an equity interest in any company, corporation or association of any nature, that owns or has constructed for its own account, alone or with co-owners or joint venturers, fiber optic or other telecommunications or electrical systems or facilities. (b) Each of the Sellers agrees that the breach by such Seller of the covenant contained in Section 6.07(a) is likely to result in total ownership of less than a two percent (2%) equity interest in the Company, immediate and resigned from the management of the Company, each of the Initial Subscribers agree that it will notirreparable harm, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Company. (b) Since the damages to the Company resulting from a breach Purchaser. Each of these provisions could not adequately be compensated by money damagesthe Sellers, therefore, consents and agrees that if such Seller violates any of such covenants, the Company Purchaser shall be entitled toentitled, among and in addition to any other right rights or remedy remedies available under this Agreement or at law or in equity, to ittemporary and permanent injunctive relief to prevent such Seller from committing or continuing a breach of such covenants. (c) It is the desire, an injunction restraining such breach or threatened breachintent and agreement of each of the Sellers and the Purchaser that the restrictions placed on each of the Sellers by Section 6.07(a) be enforced to the fullest extent permissible under the law and public policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and in to the extent that any case no bond or other security portion of this Section 6.07 shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions of this paragraph are necessary and reasonable adjudicated to protect the Company in the conduct of its business. If any restriction contained in this paragraph be unenforceable, such portion shall be deemed invalid, illegal or unenforceable by reason of extent, duration, geographical scope hereofamended to delete therefrom, or otherwise, then to reform the Court making such determination shall have the right portion thus adjudicated to reduce such extent, duration, geographical scope be invalid or other provisions hereof, and, in its reduced formunenforceable, such restriction shall then be enforceable deletion or reformation to apply only with respect to the operation of such portion in the manner contemplated herebyparticular jurisdiction in which such adjudication is made.

Non-Competition. (a) As a condition of its ownership of a Membership Interest in Sellers covenant that, commencing on the Company, each Closing Date and ending on the third anniversary of the Initial Subscribers acknowledges and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operationsClosing Date, customersSellers shall not, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are they shall cause their respective Subsidiaries not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided pursuant to this Subscription Agreement, for a period equal to the greater of (i) five (5) years from the date of signing of this Subscription Agreement; or (ii) two (2) years after such time as any Initial Subscriber shall have transferred or sold such portion of its Membership Interest in the Company so as to result in total ownership of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will notto, directly or indirectly, whether voluntarily or involuntarilyin any capacity, engage in or have any business activity within the United States that is in competition direct or is reasonably expected indirect ownership interest in, or permit their names to be used in competition connection with, or enter into any joint venture, distribution or profit sharing with respect to, the business of marketing or selling any prescription pharmaceutical product indicated for the treatment of psoriasis which competes with the Company Products in the Territory (the “Restricted Business”). For the avoidance of doubt, Sellers’ performance of their obligations under the Distribution Agreement and the Transition Services Agreement shall not be deemed a breach or which performs services violation of this Section 5.06. Notwithstanding the provisions of this Section 5.06(a), Seller and their respective Subsidiaries shall not be restricted from any of the following: (i) owning solely for investment purposes up to 5% of the securities of any Person; or (ii) acquiring one or sells goods which more Persons or businesses that include within its business a Restricted Business, so long as either (A) the revenues of the Restricted Business being acquired constitute no more than 10% of the revenues of the Person or business being acquired or (B) such Seller or Subsidiary completes the sale of the Restricted Business within twelve months of the acquisition; provided that if such sale is subject to regulatory approval then such 12-month period shall be extended until five Business Days after all regulatory approvals have been received, but only to the extent that the parties to such sale are similar using reasonable best efforts to those providedobtain any such approvals, sold, or contemplated to be provided or sold, by including making all required filings within six months of the Companysigning of the sale agreement. (b) Since Sellers acknowledge that the damages restrictions contained in this Section 5.06 are reasonable and necessary to protect the Company resulting from legitimate interests of Buyers and constitute a breach material inducement to Buyers to enter into this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and thereby. Sellers acknowledge that any violation of these provisions could not adequately be compensated by money damages, the Company Section 5.06(a) will result in irreparable injury to Buyers and agree that Buyers shall be entitled to specific performance of Section 5.06(a) and consent to the entry thereof. Without limiting the generality of the foregoing, the Restricted Period shall be extended for an additional period equal to any period during which any of the Sellers is in breach of its obligations under this Section 5.06. (c) During the Restricted Period, (i) Sellers shall not, shall cause their respective Subsidiaries not to, in addition and shall use commercially reasonable efforts to cause their respective employees and sales representatives not to, disparage to any other right Person any of Buyers, their respective Subsidiaries, the Business or remedy available to it, an injunction restraining such breach or threatened breachthe Products, and (ii) Buyers shall not, shall cause their respective Subsidiaries not to, and shall use commercially reasonable efforts to cause their respective employees and sales representatives not to, disparage to any Person any of Sellers or their respective Subsidiaries. (d) Until the second anniversary of the Closing Date, (i) without the consent of Buyer Parent, Seller Parent shall not, and shall not permit any of its Subsidiaries to, solicit or hire any employee of Buyer Parent or its Subsidiaries prior to the Closing, and (ii) without the consent of Seller Parent, Buyer Parent shall not, and shall not permit any of its Subsidiaries to, solicit or hire any employee of Seller Parent or its Subsidiaries that was involved in the Business prior to the Closing. The restrictions on hiring set forth in this Section 5.06(d)shall not apply to any case no bond employee that has ceased to be employed by Seller Parent or other security its Subsidiaries or Buyer Parent or its Subsidiaries, as applicable, prior to any solicitation by or discussions with the hiring party or its agents or representatives. For purposed of this Section 5.06(d), the use of general, non-targeted employment advertising shall not be deemed to be direct or indirect solicitation. The parties shall be required in connection therewith except as required by law. The Initial Subscribers agree that the provisions entitled to injunctive relief requiring specific performance of this paragraph are necessary Section Section 5.06(d) and reasonable consent to protect the Company in entry thereof. (e) In the conduct of its business. If event that any restriction covenant contained in this paragraph Section 5.06 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by Applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed invalidreformed, illegal in such jurisdiction to the maximum time, geographic, product or unenforceable by reason of extent, duration, geographical scope hereof, or otherwise, then the Court making such determination shall have the right to reduce such extent, duration, geographical scope service or other limitations permitted by applicable Law. The covenants contained in this Section 5.06 and each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and, and any such invalidity or unenforceability in its reduced form, any jurisdiction shall not invalidate or render unenforceable such restriction shall then be enforceable covenant or provision in the manner contemplated herebyany other jurisdiction.

Non-Competition. (a) As ITW agrees that for the period from the Closing Date until the second anniversary of the date ITW beneficially owns less than 50% of the Common Units it beneficially owns as of the Closing (the “Non-Competition Period”) it shall not, and shall cause the Non-Company Affiliates not to, engage in the Restricted Business anywhere in the world (each, a condition “Competitive Activity”); provided that the foregoing shall not prohibit ITW or any of its ownership of a Membership Interest Affiliates from collectively owning (i) the Common Units or other equity interests in the Company, each Company (or any successor entity) or participating in the management of the Initial Subscribers acknowledges Company and agrees that it will have access to and become familiar with certain confidential information and trade secrets relating to the Company's operations, customers, and other information, and that much of the information that the Initial Subscribers will be exposed to constitute trade secrets of the Company. The Initial Subscribers understand and agree that the Company has a legitimate interest in assuring that such confidential information and trade secrets are not used by any of the Initial Subscribers in a manner that would be disadvantageous to the Company. As a result, in exchange for the consideration provided Subsidiaries pursuant to this Subscription Agreement, for a period equal to Agreement and the greater of (i) five (5) years from the date of signing of this Subscription Agreement; Ancillary Agreements or (ii) two up to an aggregate of five percent of the outstanding shares of any class of capital stock of any publicly traded Person that engages in any Competitive Activity (2a “Competing Person”) years after such time so long as neither ITW nor any Initial Subscriber shall have transferred or sold such portion of its Membership Interest Affiliates has any participation in the Company so as to result in total ownership management (excluding directorships or substantially similar positions) of less than a two percent (2%) equity interest in the Company, and resigned from the management of the Company, each of the Initial Subscribers agree that it will not, directly or indirectly, whether voluntarily or involuntarily, engage in any business activity within the United States that is in competition or is reasonably expected to be in competition with the Company or which performs services or sells goods which are similar to those provided, sold, or contemplated to be provided or sold, by the Companysuch Competing Person. (b) Since the damages Notwithstanding anything to the Company resulting contrary in the foregoing, nothing in this Section 8.1 shall: (A) prevent ITW or any of its Affiliates from making a breach bona fide sale or divestiture of these provisions could not adequately be compensated by money damages, the Company shall be entitled to, in addition any or all of its assets or businesses to any other right or remedy available to it, Person that is not an injunction restraining such breach or threatened breachAffiliate of ITW, and such Person shall in no way be bound by the restrictions set forth in this Section 8.1; (B) prohibit ITW or any of its Affiliates from acquiring the whole or any part of a Person or business which engages in any case no bond Competitive Activity or other security the whole or any part of a business which includes any Competitive Activity; provided that, where such Competitive Activities of such Person or business represent greater than 30% of the revenues of such Person or business acquired as set out in the latest available annual financial statements of that Person or business, ITW and/or its Affiliates shall be required to use commercially reasonable efforts to divest such Person, business or portion thereof to the extent engaging in connection therewith except as required by law. The Initial Subscribers agree that such Competitive Activity within 18 months after the provisions consummation of this paragraph are necessary and reasonable to protect the Company in the conduct such acquisition; or (C) prohibit ITW or any of its businessAffiliates from acquiring a Minority Investment in a Person or business which engages in, or includes, any Competitive Activity. If any restriction contained As used in this paragraph shall be deemed invalidAgreement, illegal the term “Minority Investment” means any minority equity investment by ITW or unenforceable by reason any of extentits Affiliates in any Person in which ITW and any of ITW’s Affiliates, durationas applicable, geographical scope hereof, collectively hold less than 20% of the outstanding voting securities or otherwise, then similar equity interests of such Person entitled to elect the Court making board of directors (or similar governing body) of 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 herebyPerson.