Common use of Non-Competition Clause in Contracts

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange For the purpose of this Section 3, a company, entity, or person shall be deemed in competition with the Company, if any company, entity, or person engages in the electronic design automation (the "EDA") industry or, to the knowledge of the Employee, has definitive plans to engage in the EDA industry. The parties confirm that it is reasonably necessary for the consideration described above in Section 5.01, Employee agrees that during his employment with protection of the Company that the Employee agree, and for a period of six (6) months after accordingly, the Employee does hereby agree that he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) except for the benefit of the outstanding shares Company, at any time during his employment hereunder and thereafter during the Restricted Period, as hereinafter defined, from the date of a corporation whose shares are listed on a stock exchange or traded in accordance with termination of this Agreement provided the automated quotation system of Company shall duly perform its obligations to the National Association of Securities Dealers), partner, officer, employee or otherwiseEmployee pursuant to this Agreement: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any Become an officer, director, employee partner, associate, employee, owner, agent, creditor, independent contractor, or otherwise, or be interested in or associated with any other individual to (i) leave his EDA company, firm or her employment business engaged, in any geographical area in which the Company is engaged, in making or position selling one or more EDA products competitive with a product or products made or sold by Company now or during the term of this Agreement. However, after obtaining the prior approval from the Company, the Employee may devote reasonable periods required for serving as a director or member of any Company, partnership, trust or other entity ("Entity") organization involving no conflict of interest with the interests of the Company or his personal affairs so long as the same does not interfere with the performance of his duties hereunder; (ii) compete with the business of the CompanySolicit, cause or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employauthorize, directly or indirectly, permit the employment of, contract for services or work to be performed bysolicited for or on behalf of himself or third parties, or otherwise use, utilize or benefit from the services parties who were customers of any officer, director, employee or any other individual holding a position with the Company in the EDA industry at any time within two six (26) years after months prior to the date cessation of termination of his employment of Employee with hereunder, any business competitive to the business transacted by the Company or within two (2) years after with such officer, director, employee or individual terminated employment with customers in the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld.EDA industry; e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) Accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of himself or third parties, any additional location where such business in the Company, as EDA industry from any such customers of the date of any action taken Company as defined in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.preceding subsection;

Non-Competition. In exchange During (a) the Employment Term and (b) for one year thereafter only in the consideration described above in event that such Employment Term is terminated under any of Section 5.018.1 (Voluntary Resignation), 8.2 (Partial or Total Disability) or 8.4 (Cause) hereof, the Employee agrees that during his employment shall not, unless acting as an employee pursuant hereto or with the Company and for a period prior written consent of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will notK-Tron Board, directly or indirectly, either as an individualown, proprietormanage, stockholder (other than as a holder of up to one percent (1%) of operate, finance, join, control or participate in the outstanding shares of a corporation whose shares are listed on a stock exchange ownership, management, operation, financing or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee control of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire connected as an officer, director, employee employee, partner, principal, agent, representative, consultant or individual who otherwise with, or use or permit his name to be used in connection with, any business or enterprise engaged in the business of designing, engineering, manufacturing, marketing, selling or distributing feeding, pneumatic conveying or size reduction equipment, or in any other business then engaged in by K-Tron or any other member of the K-Tron Group, within (x) any state of the United States or the District of Columbia or (y) any other country in which K-Tron or any other member of the K-Tron Group has terminated employment with engaged in any such business within the Companyprior year or is about to engage in any such business; provided, and Company consent will however, that notwithstanding the foregoing, this provision shall not be unreasonably withheld. e. The geographical area within which construed to prohibit the non-competition obligations and covenants passive ownership by the Employee of not more than 1% of the Agreement shall apply equity of any entity which is that territory within two hundred (200) miles of (i) engaged in any of the Company's present offices, (ii) any foregoing businesses having a class of securities registered pursuant to the Company's present rig yards and (iii) any additional location where the CompanySecurities Exchange Act of 1934, as amended (the “Exchange Act”). In the event that the provisions of this Section 5 should ever be adjudicated to exceed the date of time, geographic, product or other limitations permitted by applicable law in any action taken jurisdiction, then such provisions shall be deemed reformed in violation of such jurisdiction to the non-competition obligations and covenants of the Agreementmaximum time, has an officegeographic, a rig yard, product or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countrypermitted by applicable law.

Non-Competition. In exchange for For and in consideration of the transactions contemplated by the Merger Agreement and the consideration described above in Section 5.01the Executive will receive as a result thereby, Employee Executive hereby agrees that as follows: (a) Executive shall not during the period of his employment by or with the Company and for the Applicable Period (defined below), for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, limited liability company, corporation or business of whatever nature: (i) engage, as an officer, director, manager, member, shareholder, owner, partner, joint venturer, trustee, or in a period managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor, or as a sales representative, in an entity that designs, researches, develops, markets, sells or licenses products or services that are substantially similar to or competitive with the business of the Company that is located within seventy-five (75) miles of any market in which Company currently operates or has plans to do business in at the time of termination; (ii) call upon any person who is at that time, or within the preceding twenty-four (24) months has been, an employee of the Company, for the purpose, or with the intent, of enticing such employee away from, or out of, the employ of the Company or for the purpose of hiring such person for Executive or any other person or entity, unless any such person was terminated by the Company more than six (6) months after he prior thereto; (iii) call upon any person who, or entity that is no longer employed by the Company (unless his employment is terminated after then or that has been within one year prior to that time, a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) customer of the outstanding shares Company, for the purpose of a corporation whose shares are listed on a stock exchange soliciting or traded selling products or services in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent competition with the Company; or b. provide(iv) call upon any prospective acquisition or investment candidate, sellon the Executive’s own behalf or on behalf of any other person or entity, offer which candidate was known by Executive to sellhave, leasewithin the previous twenty-four (24) months, offer to lease, been called upon by the Company or solicit any orders for any products or services which the Company provided and with regard made an acquisition or investment analysis or contemplated a joint marketing or joint venture arrangement with, for the purpose of acquiring or investing or enticing such entity into a joint marketing or joint venture arrangement. For purposes of this Section 5: · the term “Company” shall be deemed to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with include the Company, (ii) compete with the business of the CompanyCxxxxx Xx, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, LIBB and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.respective subsidiaries; and

Non-Competition. In exchange for Executive acknowledges that his employment with the consideration described above Company has in Section 5.01the past and will, Employee of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Executive agrees that during his employment with the Company and for a period of six two (62) months years after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations provisions of the covenant not to compete herein contained will terminate on the date of termination of Employee), Employee the Executive) the Executive will not, directly or indirectly, either as an individual, proprietor, stockholder ({other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)}, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which provides, produces, leases or sells products or services of the same or similar type provided, produced, leased or sold by the Company and with regard to which Executive was engaged, or over which Executive had direct or indirect supervision or control, within three (i3) is primarily engaged years preceding the Executive's termination of employment, in any area where the drilling and workover Company provided, produced, leased or sold such products or services at any time during the three (3) years preceding such termination of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; employment, or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee the Executive had direct or indirect supervision or control, within one three (13) year years preceding EmployeeExecutive's termination of employment, to or from any person, firm or entity which was a Customer customer for such products or services of the Company during the one three (13) year years preceding such termination from whom the Company had solicited business during such one three (13) yearyears; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to to: (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, ; permit the employment of, ; contract for services or work to be performed by; or otherwise, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date Date of termination Termination of employment of Employee Executive with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires occurs earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. As described in Section 13(a) above, the Company will provide Executive with confidential information during the term of this Agreement. In exchange for the consideration described above in Section 5.01provision of this confidential information, Employee and as a part of and aid to the enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during his employment the Restricted Period, the Executive will not, within or with respect to the geographical area of the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company and for a period operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the Restricted Period (the “Restricted Area”), except in the furtherance of six the Company’s Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (6x) months after he is no longer employed any business (including by the Executive or in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a substitute for or otherwise competes with either the Company’s Business or any product or service of the Company carried out during the period commencing two (unless his employment is terminated after a Change in Control, in which event there will be no covenant not 2) years prior to compete the date hereof and the noncompete covenants and obligations herein will terminate ending on the date of termination of Employee)the Restricted Period or contemplated during such period to be carried out by the Company or any of its Affiliates, Employee will not(y) any business (including by the Executive or in association with any Person) that provides services or products to any current or former customer of the Company or its Affiliates that are similar to or competitive with the services or products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Company’s Business or any other business of the Company or any of its Affiliates; provided that nothing in this Section 13(d) shall be deemed to diminish, directly amend, affect or indirectly, either as an individual, proprietor, stockholder (otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit the Executive from owning securities having no more than as a holder of up to one percent (1%) 2% of the outstanding shares voting power of any publicly traded competitor, or participating as a corporation whose shares are listed on passive investor in a stock exchange private investment fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2% of any publicly traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily company engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld’s Business. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for The Employee further agrees with the consideration described above in Section 5.01Company to the following provisions, all of which the Employee acknowledges and agrees that are necessary to protect the Company’s legitimate business interests. The Employee covenants and agrees with the Company that: (i) Unless otherwise agreed between the parties, the Employee shall not, during his the Employee’s employment with the Company and for a period of six (6) months after he thereafter, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, shareholder, officer, director, employee, consultant or in any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any material way, with the Company’s business (which includes, but is no longer employed not limited to, the business of providing technologically advanced high-value products and services to energy, mining and infrastructure sector customers, primarily in the United States), other than the ownership of five percent (5%) or less of the shares of a public company where the Employee is not active in the day-to-day management of such company. With respect to the post-employment application of this Section 1(d)(i), the restrictions shall extend only to those specific countries or provinces where the Company conducts business on the day that the Employee’s employment with the Company terminates. (ii) The Employee shall not, during the Employee’s employment with the Company and for a period of six (6) months thereafter, either directly or indirectly, (A) solicit, call on or contact any significant Customer of the Company with whom the Employee has had material contact during the Employee’s employment with the Company for the purpose or with the effect of offering any products or services of any kind offered by the Company at that time or during the Employee’s employment with the Company, (unless his B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in either of the foregoing clauses (A) through (B). (iii) During the Employee’s employment is terminated after a Change in Controlwith the Company, in which event there will be no covenant the Employee shall not to compete and own, or permit ownership by the noncompete covenants and obligations herein will terminate on Employee’s spouse or any minor children under the date parental control of termination of the Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder amount in excess of up to one five percent (15%) of the outstanding shares of stock of a corporation whose shares are listed on corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)business that competes, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent way, with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for (a) During the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Period and (i) for a period of six one year after the termination of this Agreement pursuant to Sections VII(b), VII(c), VII(d) or at the option of the Employee pursuant to Section VII(a) or expiration thereof or (6ii) months after he is no longer employed in the event of termination of this Agreement by the Company without cause under Section VII (unless his employment is terminated after a Change in Controla) for the Notice Period, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, not directly or indirectly, either : (i) as an individual, proprietor, stockholder partner, stockholder, officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as a the holder of up to not more than one percent (1%) of the total outstanding shares stock of a corporation whose shares are listed on a stock exchange publicly held company), engage in the business of developing, producing, marketing or traded in accordance with the automated quotation system selling products or services of the National Association kind or type developed or being developed, produced, marketed or sold by the Company or any subsidiary of Securities Dealers), partner, officer, employee or otherwise:the Company while the Employee was employed by the Company provided that the foregoing restriction shall not apply after the end of the Employment Period to activities that are not related to the Company's year 2000 business activities.; or a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes recruit, solicit or induce, or attempt to a substantial extent with induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; or b. provide(iii) solicit, sell, offer to sell, lease, offer to leasedivert or take away, or solicit attempt to divert or take away, the business or patronage of any orders for any products of the clients, customers or services which the Company provided and with regard to which Employee had direct accounts, or indirect supervision prospective clients, customers or controlaccounts, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during which were contacted, solicited, served or known by the one Employee while employed by the Company. (1b) year preceding such termination from whom If any restriction set forth in this Section IX is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The restrictions contained in this Section IX are necessary for the protection of the business and goodwill of the Company had solicited business during and are considered by the Employee to be reasonable for such one (1) year; or c. solicitpurpose. The Employee agrees that any breach of this Section IX will cause the Company substantial and irrevocable damage and therefore, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with in the Company, (ii) compete with the business of the Company, or (iii) violate the terms event of any employmentsuch breach, non-competition or similar agreement with the Company; or d. employin addition to such other remedies which may be available, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after shall have the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can right to seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, specific performance and Company consent will not be unreasonably withheldinjunctive relief. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange a. Subject to the provisions of paragraph (b) hereof, Executive agrees that, for the consideration described above in Section 5.01, Employee agrees that during period commencing on the date hereof and ending two years after the termination of his employment with the Company and for a period of six (6) months after any reason, he is no longer employed by shall not, in any country in the world in which the Company then engages in the Business (unless his employment is terminated after or in such lesser area or for such lesser period as may be determined by a Change in Control, in which event there will court of competent jurisdiction to be no covenant not to compete and the noncompete covenants and obligations herein will terminate a reasonable limitation on the date competitive activity of termination of EmployeeExecutive), Employee will not, directly or indirectly: (i) engage, either as an individualemployee, proprietorofficer, stockholder independent contractor or in any other capacity, in any activity for or on behalf of any person or entity (other than as the Company) in a holder line of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance business competitive with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Business or otherwise: a. work for, become an employee of, invest in, provide consulting services to any aspect thereof or in any way engage in any business which (i) is primarily engaged manner in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and Business; (ii) actually competes to a substantial extent with except for the benefit of the Company; or b. provide, sell, offer solicit or attempt to sell, lease, offer to leasesolicit business of entities who were providers for, or solicit customers of, the Company at any orders time within the prior two years (including prospective providers or customers solicited by the Company) for any products or services which the Company provided and with regard same or similar to which Employee had direct those offered, sold, produced or indirect supervision under development by the Company, or controldealt in by Executive, within one during his employment therewith; (1iii) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position interfere with the Company, (ii) compete with the business of Business or the conduct thereof by the Company, or otherwise divert or attempt to divert from the Company any business whatsoever; (iiiiv) violate the terms hire, solicit or attempt to solicit for participation or employment in any business endeavor any employee of any employment, non-competition or similar agreement with the Company; (v) use the name of the Company or any name used by the Company, or any name similar to any thereof, whether or not registered; or d. employ, directly or indirectly, permit the employment of, contract for (vi) render any services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire as an officer, director, employee employee, partner, consultant or individual who has terminated employment with otherwise to, or have any interest as a member, stockholder, partner, lender or otherwise in, any person or entity that is engaged in activities which, if performed by Executive, would violate this Section 7. The foregoing shall not prevent Executive from purchasing up to five percent of the voting securities of any other entity, the securities of which are publicly-traded, during the time which the Executive is actively employed by the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which b. In the nonevent Executive's employment is terminated under the circumstances contemplated by paragraphs (c) or (d) of Section 5, the obligations of Executive set forth under this Section 7 shall only continue in effect so long as the Company continues to pay to Executive his Base Salary (in the intervals set forth in Section 3(a)) during the one-year period following termination of such employment. c. Executive agrees that the restrictions on competition obligations set forth in this Section 7 are reasonable and covenants are properly required for the adequate protection of the Agreement shall apply is that territory within two hundred (200) miles of (i) any Business of the Company's present offices. Executive represents that his experience, (ii) any capabilities and circumstances are such that the provisions of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has this Section 7 will not prevent him from earning an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryappropriate livelihood.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Period and for a period of six (6) months after he is no longer employed by the Company end of the Employment Period (unless his employment is terminated after due to a Change in ControlControl Termination with the right to receive payments and benefits under Article IV, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in this Section 5.02(e) 5.02 and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. . The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation, or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for During the consideration described above in Section 5.01Employment Term, Employee agrees that during his employment with the Company including any extensions thereof, and for a period of six twelve (612) months after he is no longer employed by immediately following the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of EmployeeExecutive's employment under this Agreement for any reason other than death (the “Restrictive Period”), Employee will notexcept as provided herein, Executive shall not directly or indirectly, either as an individual, proprietor, stockholder : (other than as a holder of up to one percent (1%a) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded engage in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. providemanner be connected or concerned, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any whether as an officer, director, employee stockholder, partner, owner, employee, advisor, creditor, or other individual to (i) leave his or her employment or position otherwise with the Companydevelopment, (ii) compete operation, management, or conduct of any business in the United States that competes with the business of the Company, Company being conducted at the time of such termination; (b) solicit or otherwise attempt to divert business from or interfere in the Company relationship with any supplier of the Company or any customer served by the Company or and potential customer identified by the Company during the period of Executive's employment hereunder; or (iiic) violate solicit, hire or otherwise interfere with the terms of Company relationship with any employment, non-competition person then or similar agreement with previously employed by the Company; or d. employprovided, directly or indirectlyhowever, permit that, after the employment oftermination of Executive's employment, contract for services or work to Executive shall not be performed by, or otherwise use, utilize or benefit from bound by the services Covenant set forth in this subparagraph following a material breach by the Company of any officerof its obligations to the Executive hereunder or in the event of the cessation or dissolution of the Company business. As used herein, director, employee “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any other individual holding Change in Control. Nothing contained herein shall prohibit Executive from owning up to 3% of the stock of a position publicly traded company that competes with the business of the Company within two (2) years after or, following the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Executive’s employment with the Company, whichever period expires earlier; provided howeverprevent the Executive from being employed by or otherwise affiliated with a line of business of another company that engages in multiple lines of business so long as the Executive is not employed by, Employee can seek written consent from does not provide services with respect to and is not otherwise involved in the Company to hire an officer, director, employee line or individual who has terminated employment lines of business of such other company that compete with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange Section 7.1 The restrictive covenants contained in this Article VII and in Article VIII hereof are supported by consideration to Employee hereunder. As a material incentive for the consideration described above in Section 5.01Company to enter into this Agreement, Employee hereby agrees that he will not at any time during his employment with by the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate commencing on the date of termination of Employeehis employment and continuing until the expiration of 24 months (the "Non-Competition Period"), Employee will not, directly or indirectly, either as an individualfor himself or for others, proprietor, stockholder (other than as a holder of up to one percent (1%) in any state of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)United States, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way foreign country where the Company or any of its affiliates is then conducting any business: (a) engage in any business which (i) that is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent directly competitive with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which activities conducted by the Company provided and with regard to which Employee had direct (or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company's subsidiaries or divisions), which activities conducted by the Company (or any of the Company's subsidiaries or divisions) represent in the aggregate greater than 25% of the Company's proforma consolidated revenues in 2001; (b) render advice or services to, or (iii) violate the terms of otherwise assist, any employment, non-competition other person or similar agreement with the Company; or d. employentity who is engaged, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of in any officer, director, employee or any other individual holding a position business that is directly competitive with activities conducted by the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present officessubsidiaries or divisions), which activities conducted by the Company (ii) or any of the Company's present rig yards and (iiisubsidiaries or divisions) any additional location where represent in the aggregate greater than 25% of the Company, as 's proforma consolidated revenues in 2001; or (c) transact any business in any manner pertaining to suppliers or customers of the date of Company or any action taken affiliate which, in violation of the non-competition obligations and covenants of the Agreementany manner, has an office, a rig yardwould have, or definitive plans is likely to locate have, an office adverse effect upon the Company or a rig yardany affiliate. The foregoing shall not prohibit Employee's continued participation in those activities in which he is engaged on the date hereof and which have been disclosed to the Company. Notwithstanding the foregoing, if in the two hundred (200event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) mile radius extends into another country or its territorial waters 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee waives his right to receive any further payments under Section 4.1(d), 4.1(e) or 4.2(a), as the case may be. Section 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in a business similar to the Company's business in specific areas of the world for the Non-Competition Period, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restriction. In addition to any remedies provided under applicable law, the Company and Employee agree that during the period the Company is paying compensation and benefits to Employee pursuant to Articles III or IV hereof, the Company's remedy for breach of the provisions of this Article VII shall include, but shall not then doing business be limited to, the termination of all compensation and all benefits to Employee otherwise provided under this Agreement. Section 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in that other countrySection 7.1 hereof to be reasonable and necessary for the purposes of preserving and protecting the good will and proprietary information of the Company, there will nevertheless, if any of the aforesaid restrictions is found by a court having jurisdiction to be no territorial limitations extending into unreasonable, over broad as to geographic area or time or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such other countrycourt so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition. In exchange for the consideration described above in Section 5.01The Employee shall not, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer while employed by the Company or: (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and a) for the noncompete covenants and obligations herein will terminate on two (2) year period following the date of termination of Employee)his/her employment if the Employee initiated the termination; or (b) for the twelve (12) month period following the termination of this employment if the Company initiated the termination, Employee will notwhether with or without Cause, directly or indirectly, either individually or in partnership or in conjunction in any way with any person or persons, whether as an individualprincipal, proprietoragent, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)employee, partnerconsultant, officeradvisor, employee or otherwise: a. work forshareholder, become an employee ofdirector, invest inguarantor, provide consulting services to creditor or in any way engage in other manner whatsoever: (c) solicit, interfere with or endeavour to entice away from the Company or its affiliates, accept any business which (i) is primarily engaged in from or the drilling and workover patronage of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provideor render any service to, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, sell to or from contract or attempt to contract with any person, firm or entity which corporation who was a Customer for such products client, customer or services supplier of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete its affiliates or associates or a prospective client, customer or supplier of the Company, its affiliates or associates with whom the Company, its affiliates or associates have had any dealing, to the extent that such business, patronage, service, or contract is competitive with the business of the Company; (d) offer employment to or endeavour to entice away from the Company or its affiliates, any person employed by the Company or its affiliates at the date of the termination of his/her employment, or who was so employed at any time during the previous twelve (iii12) violate month period or interfere in any way with the terms of employment relationship between any employmentsuch employee and the Company or its affiliates; or (e) engage in, non-competition carry on or similar agreement otherwise be concerned with or have any interest in, or advise, lend money to, guarantee the debts or obligations of, permit his/her name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or concerned with or having any interest in a business which is the same as or substantially the same as or competes with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two 's business (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldCompetitive Business). e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration described above in Section 5.01promised by the Company under this Agreement, Employee agrees that during his the Employee's employment with the Company and for a period of six (6) months one year thereafter, regardless of the reason for termination of employment, the Employee will not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is in the same business as the Company in any location in which the Company, or any subsidiary or affiliate of the Company, operates or has plans or has projected to operate during the Employee's employment with the Company, including any area within a 50-mile radius of any such location. The foregoing shall not prohibit the Employee from owning up to 5.0% of the outstanding stock of any publicly held company. Notwithstanding the foregoing, after he is no longer employed the Employee's employment with the Company has terminated, upon receiving written permission by the Board, the Employee shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board in good faith to be immaterial to the operations of the Company, or any subsidiary or affiliate of the Company, in the location in question. To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company (unless his under this Agreement, during the term of the Employee's employment is terminated after with the Company and for a Change in Controlperiod of one year thereafter, in which event there will be no covenant not to compete and regardless of the noncompete covenants and obligations herein will terminate on the date of reason for termination of Employee)employment, the Employee will not, directly or indirectly, either as an individualfor himself or for any other business, proprietoroperation, stockholder corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away current or prospective customers (other than as a holder of up to one percent (1%) including, without limitation, any customer with whom the Company, or any subsidiary or affiliate of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)Company, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and has an existing agreement or business relationship; (ii) actually competes to a substantial extent has had an agreement or business relationship within the six-month period preceding the Employee's last day of employment with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1iii) year preceding Employee's termination of employment, to or from any person, firm or entity which was has included as a Customer for such products or services of the Company during the one (1prospect in its applicable pipeline) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms any subsidiary or affiliate of any employment, non-competition or similar agreement with the Company; or d. employ, directly . The Company and the Employee agree that the restrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company's business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or indirectly, permit the employment of, contract for services to any circumstance is adjudged by a court or work arbitrator to be performed byinvalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or otherwise useany part thereof, utilize is held to be unenforceable because of the scope, duration, or benefit from geographic area covered thereby, the services parties agree that the court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of any officersuch provision, directorand/or to delete specific words or phrases, employee or any other individual holding a position with and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the Company within two (2) years after the date breach of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company this noncompetition covenant will cause irreparable damage to hire an officer, director, employee or individual who has terminated employment with the Company, and upon breach of any provision of this noncompetition covenant, the Company consent will not shall be unreasonably withheld. e. The geographical area within entitled to injunctive relief, specific performance, or other equitable relief; provided, however, that this shall in no way limit any other remedies which the non-competition obligations Company may have (including, without limitation, the right to seek monetary damages). Should the Employee violate the provisions of this noncompetition covenant, then in addition to all other rights and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans remedies available to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business at law or in that other countryequity, there will the duration of this covenant shall automatically be no territorial limitations extending into extended for the period of time from which the Employee began such other country.violation until he permanently ceases such violation

Non-Competition. In exchange Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Employment Term and for the consideration described above in Section 5.01twelve (12) months to run consecutively, Employee agrees that during his beginning on the last day of the Employee’s employment with the Company Company, for any reason or no reason and for a period of six (6) months after he is no longer employed by the Company (unless his whether employment is terminated after a Change at the option of the Employee or the Company, the Employee agrees and covenants not to engage in Control, Prohibited Activity for any Competitor of the Company that carries on business within (i) the state in which event there will be no covenant not Employee primarily performs services for the Company; (ii) all other states of the United States of America in which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to compete and the noncompete covenants and obligations herein will terminate on the date of the termination of Employee)’s relationship with the Company; and (iii) any other countries from which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of Employee’s relationship with the Company. 8.2.1. For purposes of this Section 8, “Prohibited Activity” is activity in which the Employee will notcontributes the Employee’s knowledge, directly or indirectly, either as an individualin whole or in part, proprietorengages or invests in, stockholder (other than as a holder of up to one percent (1%) of owns, manages, operates, finances, controls, or participates in the outstanding shares of a corporation whose shares are listed on a stock exchange ownership, management, operation, financing, or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee control of, invest inbe employed by, provide consulting services to associated with, or in any way engage in manner connected with, lends the Employee’s name or any similar name to, lends Employee’s credit to or renders services or advice to, any business which (i) is primarily engaged whose products or activities compete in the drilling and workover of oil and gas xxxxx within the geographical area described whole or in Section 5.02(e) and (ii) actually competes to a substantial extent part with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business activities of the Company, including those engaged in the business of investment reporting and accounting. Prohibited Activity also includes activity that may require or (iii) violate inevitably requires disclosure of trade secrets, proprietary information or Confidential Information. 8.2.2. This Section 8 does not, in any way, restrict or impede the terms Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any employment, non-competition or similar agreement with such order to the Company; or’s Chief Executive Officer. d. employ8.2.3. For purposes of this Section 8, directly or indirectly“Competitor” means any company for whom investment reporting, permit the employment of, contract for services or work to be performed byaccounting, or otherwise use, utilize or benefit from the services analytics for institutional investors forms a material part of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldtheir business. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for The Executive acknowledges and recognizes his possession of Confidential Information and acknowledges the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period highly competitive nature of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the CompanyCompany and its franchisees and subsidiaries and accordingly agrees that, in consideration of the premises contained herein, he or (iii) violate she will not, during the terms term of any employmentthis Agreement, non-competition or similar agreement with the Company; or d. employas from time to time extended, directly or indirectly, permit the employment of, contract and for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years one year after the date of termination of employment this Agreement, regardless of Employee the reason for his or her termination, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, lend his or her name to, lend his or her credit to, or render services or advice to any business that competes with the business then being conducted by the Company or within two (2) years after such officerany of its franchisees or subsidiaries, directoror that had been conducted by the Company or any of its franchisees or subsidiaries during the prior 12 months; provided, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent that the Executive may purchase or otherwise acquire up to three percent of any class of securities of any enterprise if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Executive agrees that, in consideration of the premises contained herein, he or she will not, during the term of this Agreement, as from time to time extended, and for one year after the Company to hire date of termination of this Agreement, regardless of the reason for his or her termination, either individually or as an officer, director, employee stockholder, member, partner, agent, consultant or individual who has terminated employment with the Companyprincipal of another business firm, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants directly or indirectly, solicit any business of the Agreement shall apply is that territory within two hundred (200) miles of (i) type being carried on by the Company or any of its franchisees or subsidiaries during the Company's present offices, term of this Agreement (iior any business of a similar type) from any person or entity that was a customer of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country Company or its territorial waters and franchisees or subsidiaries during the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryterm of this Agreement.

Non-Competition. In exchange for Except as set forth in this Section 13, the consideration described above in Section 5.01Shareholder agrees that, Employee agrees to assure that during his employment with Parent will retain the value of the business of the Company and the Company Subsidiaries as a "going concern," for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate five years beginning on the date earlier of termination of Employee)the Effective Time or the Option Closing, Employee will the Shareholder shall not, directly or indirectly, either through one or more affiliates, engage or have an interest, anywhere in the United States or Europe, alone or in association with others, as an individualpartner or stockholder or through the investment of capital, proprietorlending of money or property, stockholder or otherwise, in any business that competes with the products and services provided by the Company or any Company Subsidiary as of such date; provided, however, that it shall not be a violation of this Section 13 for the Shareholder or any of its affiliates to (other i) invest in securities representing less than as a holder of up to one 10 percent (1%) of the outstanding shares capital stock of a corporation whose shares any Person, the securities of which are publicly traded or listed on a stock any securities exchange or traded automated quotation system, or (ii) invest in, own an interest in accordance or acquire, in a single transaction or series of transactions, all or a majority of the equity interests in, or assets of, any Person that did not derive at least 25 percent of its consolidated net revenue during its last completed fiscal year from any business that competes with the automated quotation system products and services provided by the Company or any Company Subsidiary as of the National Association date referenced above. During the three years beginning on the earlier of Securities Dealers)the Effective Time or the Option Closing, partnerthe Shareholder shall not, officerdirectly or indirectly, employee through one or otherwise: a. work formore affiliates, become on behalf of itself or any other Person, (i) recruit or otherwise solicit or induce any person who is an employee of, invest inor otherwise engaged by, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provideParent, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard or any Company Subsidiary or any of their successors to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave terminate his or her employment or position other relationship with Parent, the Company, Company or any Company Subsidiary or (ii) compete with the business offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of the CompanyParent, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or any Company Subsidiary or who was such an employee within two (2) years after of the time of such officeroffer of employment. The foregoing shall not, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from prohibit the Company to hire an officer, director, employee Shareholder or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) its affiliates from publishing any general public solicitation of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryemployment opportunities.

Non-Competition. In exchange for (a) Employee hereby agrees that, during the consideration described above in Section 5.01, Employee agrees that during his employment with period from the Company and for a period Commencement Date through the end of six the first twelve (612) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination cessation of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated ’s employment with the Company, whichever period expires earlierEmployee will not engage in “Competition” with the Company. For purposes of this Employment Agreement, Competition by Employee shall mean Employee’s engaging in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting Employee’s name to be used in connection with the activities of any other business or organization anywhere in the World which primarily engages in the business of providing health care services or selling health care products in China (a “Competing Business”); provided provided, however, that, notwithstanding the foregoing, it shall not be a violation of this Section 5(a) for Employee can seek written consent to (x) become the registered or beneficial owner of up to three percent (3%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended, provided that Employee does not otherwise participate in the business of such corporation or (y) work in a non-competitive business of a company which is carrying on a Competing Business, the revenues of which represent less than 20% of the consolidated revenues of that company, or, as a result thereof, owning compensatory equity in that company. (b) Employee hereby agrees that, during the period from the Company to hire an officer, director, employee or individual who has terminated Commencement Date through the end of the first twelve (12) months after the cessation of Employee’s employment with the Company, and Company consent Employee will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants solicit for employment or hire, in any business enterprise or activity, any employee of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and Company who was employed by the Company is during the Term; provided, the foregoing shall not then doing business in that other country, there will be no territorial limitations extending into such other countryviolated by general advertising not targeted at Company employees nor by serving as a reference upon request.

Non-Competition. In exchange for (i) During the consideration described above Non-Compete Period, to the extent permissible under California law, the Executive shall not, directly or indirectly through an intermediary, (A) solicit or encourage any client or customer of the Employer or any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in Section 5.01, Employee agrees that during his employment a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) provide services to any entity if (i) during the 12 months preceding such action more than 10% of the revenues of such entity and its affiliates is derived from any business from which the Employer or any Company Affiliate derived more than 10% of its revenues during such period (such percentage determined on a pro forma basis for any business acquired during such 12 month period as if the acquisition had occurred at the beginning of such 12 month period) (a period of six “Material Business”) or (6ii) months after he is no longer employed the services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to the Employer or any Company (unless his employment is terminated after Affiliate; provided, however, that following a Change in Control, this Section 7(d)(i)(B) shall not apply to the Executive, or (C) own an interest in which event there will be no covenant any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and does not otherwise violate any Company or Company Affiliate policy applicable to compete and the noncompete covenants and obligations herein will terminate on the date Executive. For purposes of termination of Employeethis Section 7(d), Employee will nota “client or customer” shall be limited to any actual borrower, directly customer or indirectlyclient of the Employer or any Company Affiliate (as set forth in the Employer’s CAM or substantially similar successor or other system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or other system. The Executive agrees that, either before providing services, whether as an individualemployee or consultant, proprietorto any entity during the Non-Compete Period, stockholder (other than he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a holder of up to one percent (1%) result of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded foregoing, in accordance with the automated quotation system event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the National Association of Securities Dealers), partner, officer, employee or otherwise:covenant would be proper. a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes If the restrictions contained in Section 7(d)(i) shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a substantial extent with period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(d)(i) shall be modified to be effective for the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders maximum period of time for any products or services which it may be enforceable and over the Company provided and with regard maximum geographical area as to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, it may be enforceable and to or from any person, firm or entity the maximum extent in all other respects as to which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to it may be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldenforceable. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for Notwithstanding anything to the consideration described above in Section 5.01contrary, Employee agrees the Founder undertakes and covenants to each Investor that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on commencing from the date of termination this Agreement until the later of Employee(i) the second anniversary after the date he ceases to be employed by any Group Company, or (ii) the second anniversary after the date he ceases to hold any Shares of the Company, he will not, without the prior written consent of Majority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (which shall include Apoletto), Employee will notand Majority Series C Preferred Shareholders either on his/her own account or through any of his/her Affiliates, or in conjunction with or on behalf of any other Person: (i) carry out, be engaged, concerned or interested in, directly or indirectly, either whether as an individualshareholder, proprietordirector, stockholder officer, employee, partner, agent, consultant or adviser in any business in direct competition with, or otherwise related to, the business relating to providing the Business conducted or to be conducted by the Company or any of its Subsidiaries (other the “Competitors”), provided that the Founder shall be permitted to hold less than as a holder of up to one percent (1%) of the outstanding shares total share capital of a corporation whose shares are listed on public company that is a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the CompanyCompetitor, (ii) compete employ or solicit or entice away or attempt to solicit or entice away from any Group Company, any Person, firm, company or organization who is a customer, client, employee, representative, agent or correspondent of such Group Company or in the habit of dealing with the business of the such Group Company, or (iii) violate provide consulting service to the terms of Competitors in any employment, non-competition form. In the event any entity directly or indirectly established or managed by Founder engages or will engage in any business which is the same or similar agreement to or otherwise competes with the Company; or d. employBusiness of the Group Companies during the said period, directly or indirectly, permit the employment of, contract for services or work Founder shall cause such entity to be performed by, or otherwise use, utilize or benefit from disclose any relevant information to the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with Investors upon request and transfer such lawful business to the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from any Subsidiary designated by the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldimmediately. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for the consideration described above in Section 5.01A. Subject to Article 2. B. below, Employee agrees that Employee, during his Employee’s period of employment with the Company ARAMARK, and for a period of six (6) months after he is no longer employed by two years following the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of voluntary or involuntary termination of Employee)employment, Employee will shall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, either associate with (including, but not limited to, association as an individual, a sole proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)owner, employer, partner, officerprincipal, employee investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise: a. work for), become an employee of, invest or acquire or maintain ownership interest in, provide consulting services to any Business which is competitive with that conducted by or in developed for later implementation by ARAMARK at any way engage in any business which time during the term of Employee’s employment, provided, however, if Employee’s employment is (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and involuntarily terminated by ARAMARK for any reason other than Cause (as defined herein), or (ii) actually competes to terminated by Employee for Good Reason (as defined in Exhibit A) at any time following a substantial extent with Change of Control (as defined in Exhibit A), then the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation term of the non-competition obligations and covenants provision set forth herein will be modified to be one year following such termination of employment. For purposes of this Agreement, “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in the foregoing shall prevent Employee from investing in a Business that is or becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the Agreementoutstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above, has an officeshall apply to (i) all fifty states, a rig yardand (ii) each foreign country, possession or territory in which ARAMARK may be engaged in, or definitive have plans to locate an office engage in, business (x) during Employee’s period of employment, or (y) in the case of a rig yardtermination of employment, as of the effective date of such termination or at any time during the twenty-four month period prior thereto. C. Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, and that enforcement of the provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with ARAMARK. Notwithstanding Further, Employee acknowledges that the foregoing, provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a result of the two hundred (200) mile radius extends into another country elimination of employee’s position; for performance-related issues; or its territorial waters and the Company is not then doing business in that for any other country, there will be reason or no territorial limitations extending into such other countryreason at all.

Non-Competition. In exchange (a) Executive acknowledges and agrees that as Chairman (i) he has responsibilities for and is directly involved in developing customer goodwill and relationships for the benefit of the Company Group; (ii) he has knowledge of the Company Group’s Confidential Information and Privileged Information, and has been and will be compensated for the development, and supervising the development, of the same and (iii) he has unique insight into and knowledge of the skills, talents and capabilities of the Company Group’s key employees. Executive also acknowledges and agrees that at the inception of his employment with the Company it was agreed that he would be bound by noncompetition restrictions similar to those set forth herein, and furthermore, execution of this Agreement provides changes in the terms and conditions of his employment favorable to Executive that constitute sufficient consideration described above for Executive’s agreement to the noncompetition restrictions set forth in this Section 5.01, Employee 7. (b) Executive agrees that during his employment by the Company, and for the restricted period (“Restricted Period”) after his employment with the Company and for a period of six (6) months after ceases, he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged compete against the Company Group by engaging in, or by assisting any other person or entity to engage in, or by having an ownership interest in, any Competitive Business in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and Territory (ii) actually competes to a substantial extent with the Company; oras defined below); b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with against the business Company Group by soliciting any Customer of the Company, Company Group to provide any goods or services in competition against the Company Group; (iii) violate induce or persuade any Customer of the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work Company Group not to be performed bydo business with, or otherwise useto switch business from, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two Group; (2iv) years after the date of termination of employment of Employee with solicit, or assist others in soliciting, Key Employees (as defined below) to either leave the Company Group or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldengage in a Competitive Business. e. The geographical area within which the non-competition obligations and covenants (c) For purposes of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the this Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if following capitalized terms shall have the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.meanings set forth below:

Non-Competition. In exchange for During the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete Initial Term and the noncompete covenants Renewal Term, if this Agreement is extended pursuant to Section 2, each of the Executives and obligations herein will terminate on the date of termination of Employee), Employee Manager agree that they will not, directly or indirectly, either for their own account or as an individualagent, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partneremployee, officer, employee director, trustee consultant or shareholder of any corporation or a member of any firm or otherwise: a. work for, become an employee of, invest in, provide consulting services to or : (i) engage in any way engage in any wholesale and/or retail food business which (i) is primarily engaged in operates within 30 miles of any retail store operated by the drilling and workover of oil and gas xxxxx within Company at the geographical area described in Section 5.02(e) and time during the Initial Term or the Renewal Term, as the case may be, that the Executives or the Manager wish to so engage; (ii) actually competes induce or attempt to a substantial extent induce any person with an annual salary in excess of $75,000 who is in the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which employ of the Company provided and with regard or any subsidiary or affiliate thereof to which Employee had direct leave the employ of the Company or indirect supervision such subsidiary or control, within one affiliate; or (1iii) year preceding Employee's termination of employment, induce or attempt to induce or from assist any other person, firm or entity which was a Customer for such products or services corporation to do any of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual actions referred to in (i) leave his or her employment or position with (ii) above (provided, that this Section 14 shall not prohibit (A) Executive from owning less than 5% of the Companyequity of any entity that engages in the actions described in (i), (ii) compete with the business of the Company, or (iii) violate above and (B) the terms Executives from providing references for employees of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee its subsidiaries or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual affiliates who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants have been solicited by a prospective employer without violation of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any above); provided, however, that in the event the Company terminates the Agreement prior to the end of the Company's present rig yards and (iii) any additional location where Initial Term or the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoingRenewal Term, if this Agreement is extended pursuant to Section 2, for reasons other than Cause and fails to provide the two hundred (200Executives with the payments required by Section 4(b) mile radius extends into another country or its territorial waters and in the Company is manner provided therein, the provisions of this Section shall not then doing business in that other country, there will be no territorial limitations extending into survive such other countrytermination.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Seller and its subsidiaries will not for a period of six five years following the Closing (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee"Non-Competition Period"), Employee will notwithout the express written consent of the Company, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any geographic area where the Company conducts business which during the Non-Competition Period, (i) is primarily engaged engage or participate in the drilling following businesses: (1) scholastic yearbook publishing, (2) specialty publishing, featuring sports, gardening, health and workover other special interests, or (3) reunion services providing event planning services of oil and gas xxxxx within school alumni (the geographical area described in Section 5.02(e) and "Company Business"); (ii) actually competes request, induce, attempt to a substantial extent influence or have any other business contact with any Company Business customers or potential customers which have been in contact with the Company, to curtail or cancel any business they may transact with the Company; or b. provide, sell, offer to sell, lease, offer to lease, (iii) solicit for employment or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any employ an officer, director, or employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business earning in excess of $75,000 of the Company, or any subsidiary thereof to become an officer, director or employee of Seller or its Affiliates; (iiiiv) violate request, induce, attempt to influence or have any other business contact with any distributor or supplier of goods or services to the terms of Company, to curtail or cancel any employment, non-competition or similar agreement business they may transact with the Company; or d. employ(v) request, induce, attempt to influence or have any other business contact with any Governmental Authority to terminate, revoke or materially and adversely alter or impair any Permit held, owned, used or reserved for the Company or (vi) engage in or participate in, directly or indirectly, permit any business conducted under any name that shall be the employment of, contract for services same as or work similar to be performed by, or otherwise use, utilize or benefit from the services name of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officerany trade name used by it. For purposes of this Section 6.9, directorSeller shall be deemed to engage or participate in a business if it, employee directly or individual terminated employment with indirectly, engages in, owns, manages, operates, controls or substantially invests in any business engaged in the CompanyCompany Business; provided, whichever period expires earlier; provided however, Employee can seek written consent from that Seller or any subsidiary may invest in the Company to hire an officersecurities of any enterprise if (x) such securities are publicly traded and (y) Seller or any subsidiary does not beneficially own (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of 5%, directorin the aggregate, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply outstanding equity of such enterprise. Seller is that territory within two hundred (200) miles entering into the foregoing covenant to induce Buyer to consummate the transactions contemplated by this Agreement, including the transfer of (i) any the goodwill of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. As described in Section 13(a) above, the Company will provide Executive with confidential information during the term of this Agreement. In exchange for the consideration described above in Section 5.01provision of this confidential information, Employee and as a part of and aid to the enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during his employment the Restricted Period, the Executive will not, within or with respect to the geographical area of the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company and for a period operates (including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the Restricted Period (the “Restricted Area”), except in the furtherance of six the Company’s Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (6x) months after he is no longer employed any business (including by the Executive or in association with any Person) that creates, designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a substitute for or otherwise competes with either the Company’s Business or any product or service of the Company carried out during the period commencing two (unless his employment is terminated after a Change in Control, in which event there will be no covenant not 2) years prior to compete the date hereof and the noncompete covenants and obligations herein will terminate ending on the date of termination of Employee)the Restricted Period or contemplated during such period to be carried out by the Company or any of its Affiliates, Employee will not(y) any business (including by the Executive or in association with any Person) that provides services or products to any current or former customer of the Company or its Affiliates that are similar to or competitive with the services or products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Company’s Business or any other business of the Company or any of its Affiliates; provided that nothing in this Section 13(d) shall be deemed to diminish, directly amend, affect or indirectly, either as an individual, proprietor, stockholder (otherwise modify any other non-competition agreement or covenant binding on the Executive. Nothing in this Section 13(d) shall prohibit the Executive from owning securities having no more than as a holder of up to one percent (1%) 2% of the outstanding shares voting power of any publicly traded competitor, or participating as a corporation whose shares are listed on passive investor in a stock exchange private investment fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2% of any publicly traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily company engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard’s Business. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.9

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx wxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for the consideration described above in Section 5.01At all, Employee agrees that times during his Executive's employment with by the Company (whether pursuant to this Agreement or otherwise) and for a period of six twelve (612) months after he is no longer employed by following the Company termination of such employment: (unless his employment is terminated after a Change in Controla) Executive will not, in which event there will be no covenant not to compete and any capacity whatsoever, in any state in the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will notUnited States or in any other country, directly or indirectly, either participate in or assist in, the ownership management, operation or control, or have any beneficial interest in, or provide employment, consulting or other services for, any corporation, partnership, association or other person or entity ("Competitive Business") which is engaged in the development, manufacture, marketing, distribution, service and/or sale of products incorporating technology by which fax, voice and data traffic can be transmitted by means of T1 and other similar transmission cables and which directly competes or is planning to directly compete with the Company's products or services (including products and services under development). If the business is multi-faceted, this restriction shall apply to only that part of the business which is competitive to Company. (b) In furtherance of the foregoing, but as an individualindependent obligation of Executive, proprietorExecutive agrees that he will not, stockholder (other than as a holder during the 1-year period following termination of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance his employment with the automated quotation system of the National Association of Securities Dealers)Company, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or be connected in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the solicitation of any then current or potential customers or suppliers of Company if such solicitation is likely to result in a loss of business for Company; or. b. provide(c) In furtherance of the foregoing, sellbut as an independent obligation of the Executive, offer to sell, lease, offer to lease, or Executive agrees that he will not solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to employ or from engage as a consultant any person, firm or entity which was a Customer for such products or services person who had been an employee of the Company during at any time in the one (1) two year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual period prior to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical (d) In the event the covenants set forth in this Section 9 are found to be unenforceable or invalid by reason of being overly broad, the parties hereto intend that such covenants shall be limited to such scope, geographic area within which the non-competition obligations and duration as shall make such covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards valid and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryenforceable.

Non-Competition. In exchange for During the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Term and for a period of six three (63) months after he is no longer employed by the Company (unless his Employee’s employment terminates, if it is terminated after a Change in Controlpursuant to Section 13(b) or 13(c) of this Agreement, Employee shall not, without the prior written permission of Employer, in which event there will be no covenant not to compete the United States, its territories and possessions or within an one hundred (100) mile radius of any Competitive Business of Employer, its affiliates or subsidiaries located outside the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will notUnited States, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder a) enter into the employ of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting render any services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer corporation engaged in any Competitive Business (as defined below); (b) engage in any Competitive Business for such products his own account; (c) become associated with or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicitinterested in any Competitive Business as an individual, aidpartner, counsel or encourage any officershareholder, creditor, director, employee officer, principal, agent, employee, trustee, consultant, advisor or in any other individual relationship of capacity; (d) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by Employer or its affiliates while the Employee was employed by Employer or (ie) leave solicit, interfere with, or endeavor to entice away from Employer any of its customers or sources of supply. However, nothing in this Agreement shall preclude the Employee from investing his personal assets in the securities of any Competitive Business if such securities are traded on a national stock exchange or her employment or position with in the Companyover-the-counter market if such investment does not result in his beneficially owning, (ii) compete with the business at any time, more than 4.9% of the Companypublicity-traded equity securities of such competitor. “Competitive Business” shall mean any business or enterprise which (a) designs, sells, manufactures, markets and/or distributes injectable material for soft tissue augmentation or (iiib) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or engages in any other individual holding a position with business in which Employer is involved at any time during the Company within two (2) years after twelve month period immediately prior to the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldEmployee’s employment. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In (a) During the term of this Agreement (subject to clause (b) of this Section 8, the "Restricted Period"), the Employee shall not, without the written consent of the Company, directly or indirectly: (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business anywhere which is competitive with the business in which the Company is engaged or plans to be engaged at the time Employees' employment by the Company ceased; provided, however, that nothing contained herein will prevent Employee from owning less than five percent (5%) of any class of equity or debt securities listed on a national securities exchange or traded in any established over-the-counter securities market, so long as such involvement with the issuer of any such securities is solely that of a passive investor; (ii) for his own account or for the consideration described above in Section 5.01account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, Employee agrees that customers, representatives or agents or (B) transact any business with any customer or supplier of the Company which transacts or has transacted business with the Company at any time during his the term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of himself or any other person or entity, the services, retention or employment of any person who has been an employee, sales representative, consultant to or agent of the Company within one year of the date of the last date of such person or entity's employment with the Company. (b) In the event that the Employee's employment hereunder is terminated by Employee for any reason or is terminated by the Company with cause, or the term of Employee's employment expires and is not renewed by the Company, the covenant contained in Section 8(a) hereof shall extend for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after beyond the date of termination of the Employee's employment of Employee with but shall be limited in geographic scope to the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two one hundred (200100) miles of (i) any of the Company's present officesor its affiliates' business locations. (c) The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (ii) any taken in order of the Company's present rig yards cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (iiid) With respect to the covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that any additional location where remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that the Company, as Company shall be entitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a court might award without the date necessity of showing any actual damage or irreparable harm or the posting of any action taken in violation bond or furnishing of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. other security. (e) Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters provisions of this Paragraph 8 shall be null and void in the event the Company is not then doing business in that other countrydefaults on any of its obligations to Seller pursuant to the Asset Purchase Agreement dated as of July 20, there will be no territorial limitations extending into such other country1998.

Non-Competition. In exchange for Except as set forth in this Section 13, --------------- the consideration described above in Section 5.01Shareholder agrees that, Employee agrees to assure that during his employment with Parent will retain the value of the business of the Company and the Company Subsidiaries as a "going concern," for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate five years beginning on the date earlier of termination of Employee)the Effective Time or the Option Closing, Employee will the Shareholder shall not, directly or indirectly, either through one or more affiliates, engage or have an interest, anywhere in the United States or Europe, alone or in association with others, as an individualpartner or stockholder or through the investment of capital, proprietorlending of money or property, stockholder or otherwise, in any business that competes with the products and services provided by the Company or any Company Subsidiary as of such date; provided, however, that it shall not be a violation of this Section 13 for the Shareholder or any of its affiliates to (other i) invest in securities representing less than as a holder of up to one 10 percent (1%) of the outstanding shares capital stock of a corporation whose shares any Person, the securities of which are publicly traded or listed on a stock any securities exchange or traded automated quotation system, or (ii) invest in, own an interest in accordance or acquire, in a single transaction or series of transactions, all or a majority of the equity interests in, or assets of, any Person that did not derive at least 25 percent of its consolidated net revenue during its last completed fiscal year from any business that competes with the automated quotation system products and services provided by the Company or any Company Subsidiary as of the National Association date referenced above. During the three years beginning on the earlier of Securities Dealers)the Effective Time or the Option Closing, partnerthe Shareholder shall not, officerdirectly or indirectly, employee through one or otherwise: a. work formore affiliates, become on behalf of itself or any other Person, (i) recruit or otherwise solicit or induce any person who is an employee of, invest inor otherwise engaged by, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provideParent, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard or any Company Subsidiary or any of their successors to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave terminate his or her employment or position other relationship with Parent, the Company, Company or any Company Subsidiary or (ii) compete with the business offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of the CompanyParent, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or any Company Subsidiary or who was such an employee within two (2) years after of the time of such officeroffer of employment. The foregoing shall not, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from prohibit the Company to hire an officer, director, employee Shareholder or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) its affiliates from publishing any general public solicitation of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryemployment opportunities.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six two (62) months years after he is no longer employed by the Company (unless his employment (i) Employee is terminated after a Change in ControlControl with the right to payments and benefits under Article IV or (ii) Employee is terminated pursuant to Section 3.06, in which event events there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one three (13) year years preceding Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one three (13) year years preceding such termination from whom the Company had solicited business during such one three (13) yearyears; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for By and in consideration of the Company’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration described above in Section 5.01, Employee agrees that during his employment with of the Company’s agreement to provide the Executive access to the Confidential Information of the Company and for a period of six (6) months after he its affiliates, the Executive agrees that, in the event that the Executive’s employment is no longer employed terminated by the Company (unless his employment is terminated after for Cause, or by the Executive without Good Reason, the Executive shall not, for a Change in Control, in which event there will be no covenant not to compete and one-year period following the noncompete covenants and obligations herein will terminate on the date of termination of Employeethe Executive’s employment (the “Restriction Period”), Employee will not, directly or indirectly, either as an individualown, proprietormanage, stockholder (other than operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a holder stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Competitive Enterprise (as defined below); provided, that in no event shall ownership of up to one two percent (12%) or less of the outstanding shares securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a corporation whose shares are listed on a stock exchange stockholder thereof. For purposes of this paragraph, “Competitive Enterprise” shall mean any Person that offers or traded provides products or services, or engaged in accordance with the automated quotation system any business, of the National Association of Securities Dealers), partner, officer, employee type offered by Company or otherwise: a. work for, become an employee of, invest in, provide consulting services to its affiliates or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard or its affiliates has documented plans to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company offer during the one (1) year preceding such termination from whom Restriction Period. Notwithstanding anything to the Company had solicited business during such one (1) year; or c. solicitcontrary set forth above, aid, counsel or encourage any officer, director, employee or other individual the restrictions in this Section shall not apply to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment Executive’s partial ownership of, contract for and provision of advisory services or work to be performed byto, or otherwise useNational Benefit Programs, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldLLC. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange Employee acknowledges that he has gained and will gain extensive and valuable experience and knowledge in the business conducted by the Company and will have extensive contacts with customers of the Company. Accordingly, Employee covenants and agrees with the Company that, (a) during the term of this Agreement and (b) in any event for the consideration described above in Section 5.01, Employee agrees that during period ending on the earlier of (i) one (1) year after the termination or expiration of his employment with the Company and for a period of six or (6ii) months three years after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee)this Agreement, Employee will nothe shall not compete, directly or indirectly, with the Company in such business of the Company as Employee is actively involved in (the "Business"). For the purposes of Sections 6 and 7, the term "the Company" shall be deemed to include subsidiaries and parents of the Company. Competing directly or indirectly with the Company shall mean having a material interest, directly or indirectly, as a shareholder, member, partner, officer, director, or employee, either alone or in association with others, in the operation of any individual or entity engaged in the Business within the continental United States. Competing directly or indirectly with the Company, as used in this Agreement, shall be deemed not to include an ownership interest as an individualinactive investor, proprietor, stockholder which for purposes of this Agreement shall mean the beneficial ownership of less than five (other than as a holder of up to one 5) percent (1%) of the outstanding shares of a corporation whose any series or class of securities of any direct competitor of the Company, which shares are listed on a stock exchange or publicly traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which securities markets. This Section 6 shall no longer apply if both (A) (i) is primarily engaged in Employee has terminated this Agreement for Cause pursuant to Section 3.F, or if the drilling and workover of oil and gas xxxxx within the geographical area described in Company has terminated this Agreement without Cause pursuant to Section 5.02(e) 3.C. and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided has obligations to make post-termination payments under this Agreement and with regard (B) after twenty (20) days prior written notice by Employee to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom that the Company had solicited business during has failed to make such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, nonpost-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract termination payments as provided for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with in this Agreement the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after has not cured such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company failure to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldmake payments. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for During the consideration described above in Section 5.01, Employee agrees that during his term of the Employee's employment with the Company --------------- hereunder and for a period of six one (61) months year thereafter or for a period of one year after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of any termination of the Employee)'s employment hereunder, the Employee will notnot (a) engage, directly or indirectly, either alone or as an individual, proprietor, stockholder a shareholder (other than as a holder of up to one less than five percent (15%) of the outstanding shares common stock of a corporation whose shares are listed on a stock exchange or any publicly traded in accordance with the automated quotation system of the National Association of Securities Dealerscorporation), partner, officer, employee member, director, employee, consultant or otherwise:otherwise of any other business or organization that is engaged or becomes engaged in the development and/or sale of software and/or the provision of services which (in the specific markets penetrated by the Employer or as to which, at or prior to the time of expiration of the initial or any extended term of this Agreement or at or prior to termination of the Employee's employment, it has taken significant steps to penetrate) a. work for(i) directly compete with the software sold by the Employer and/or with the services provided by the Employer or (ii) compete with any other business activity of the Employer (collectively referred to as "Competitive Business"); provided, become an employee ofhowever, invest inthat the Employee shall not be prevented from being employed by or consulting with any division, provide consulting services to subsidiary or affiliate of any company engaged in any way a Competitive Business so long as the division, subsidiary or affiliate of such company does not directly or indirectly engage in any business which Competitive Business or (ib) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual consultant of the Employer to leave its employ for alternative employment. If during the said one-year period the Employee is employed or retained by another company, he shall, at least twenty one (i21) leave his or her days prior to commencement of employment or position with other duties for such company notify the CompanyEmployer as to the name, (ii) compete with address and telephone number of such company and the business name of his new supervisor. The Employer shall have the Company, or (iii) option to take reasonable steps to verify that such employment shall not violate the terms provisions of this Section 9. The Employee will continue to be bound by the provisions of this ss.9 until their expiration, and shall not be entitled to any compensation from the Employer with respect thereto except as may be provided in ss.6(d) hereof; provided, however, that this ss.9 shall not apply if the Employer shall default in the payment of any employment, non-competition or similar agreement with amount due to the Company; or d. employ, directly or indirectly, permit Employee pursuant to ss.6(d) hereof and shall have failed to cure such default within twenty (20) days after written notice from the employment of, contract for services or work Employee specifying such default. If at any time the provisions of this ss.9 shall be determined to be performed byinvalid or unenforceable, by reason of being vague or otherwise useunreasonable as to area, utilize duration or benefit from scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the services of any officer, director, employee court or any other individual holding a position with body having jurisdiction over the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earliermatter; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not then doing business in that other country, there will be no territorial limitations extending into such other countrybeen included herein.

Non-Competition. In exchange for By and in consideration of the Parent’s and the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration described above in Section 5.01of the Executive’s exposure to the Confidential Information of the Company and its affiliates, Employee the Executive agrees that the Executive shall not, during his the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of six twelve (612) months after he is no longer employed by thereafter (the “Restriction Period”), directly or indirectly (other than in connection with carrying out his responsibilities for the Company and its affiliates), own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (unless his employment as defined below); provided, that in no event shall ownership of three percent (3%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is terminated after a Change actively engaged in Control, any geographic area in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on Parent, the Company, or any of their respective subsidiaries (the “Company Group”) operates or markets in any business which is in material competition with the business of any member of the Company Group or any of its subsidiaries (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance Executive’s employment with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Company) or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes proposed to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit be conducted by any orders for any products or services which member of the Company provided and with regard to which Employee had direct Group in its business plan as in effect at that time (or indirect supervision or control, within one (1) year preceding Employee's following the Executive’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business plan as in effect as of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Executive’s employment with the Company). During the Restriction Period, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with upon request of the Company, and the Executive shall notify the Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the nonExecutive’s then-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countrycurrent employment status.

Non-Competition. In exchange for consideration of the consideration described above in Section 5.01, Corporation's entering into this Agreement: 7.1 Employee agrees that during the Term hereof and, (i) in the event Employee voluntarily terminates his employment with or the Company and Corporation terminates Employee's employment for a period cause, prior to the expiration of six one (61) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of year following such termination of Employee)'s employment, or (ii) in the event Employee is terminated for reasons other than for cause, then for such period (not to exceed one (1) year) as the Corporation continues to pay Employee's base salary to him, 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 and/or sale of any gaming devices or any business entity which is engaged in any other business in which the Corporation or any of its Affiliates is engaged. Nothing herein contained shall be deemed to prohibit Employee from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Employee's holdings therein represent less than five (5) percent of the total number of shares or principal amount of other securities of such company outstanding. 7.2 Employee agrees that Employee will not, during the Term hereof or prior to the expiration of one (1) year following the termination of the Employee's employment for any reason, without the written consent of the Corporation, directly or indirectly, either by action alone or in concert with others, induce or influence, or seek to induce or influence any person who is engaged by the Corporation or any of its Affiliates as an individualemployee, proprietoragent, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee independent contractor or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave terminate his or her employment or position with the Companyengagement, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employnor shall Employee, directly or indirectly, permit the employment ofthrough any other person, contract for services firm or work to be performed bycorporation, employ or engage, or otherwise usesolicit for employment or engagement, utilize or benefit from the services of any officer, director, employee advise or recommend to any other individual holding a position with person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldCorporation. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. The Company and the Employee agree that the services rendered by the Employee are unique and irreplaceable. In exchange addition to and in furtherance of Section 8 of this Agreement, the Company and the Employee agree that the Employee has had, and will continue to have, unlimited access to the Confidential Information and that preserving the proprietary nature of the Confidential Information is of utmost importance to the Company. By giving the Employee an opportunity or incentive to breach his obligations to the Company under Section 8 of the Agreement, any relationship between the Employee and a competitor of the Company during or following the Term of Employment will potentially cause the Company irreparable injury, regardless (in the event of termination or expiration of the Term of Employment) of the circumstances under which the Term of Employment ends, and even if the Employee is terminated by the Company for cause. Therefore, in light of the consideration described above in Section 5.01foregoing, the Employee agrees that during his employment with the Company Term of Employment and for a period of six two (62) months after he is no longer employed by years thereafter, the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will shall not, directly or indirectly, either through any other person, firm, corporation or other entity (whether as an individualofficer, proprietordirector, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)employee, partner, officerconsultant, employee holder of equity or otherwise: a. work fordebt investment, become an employee of, invest in, provide consulting services to lender or in any way engage other manner or capacity): (a) in any business which (i) is primarily engaged geographical area in the drilling United States or in those foreign countries where the Company, during the Term of Employment, conducts or proposes to conduct business or initiate activities, design, manufacture, sell, market, offer to sell or supply video or television technology similar to that being developed or sold by the Company on the date of the termination of Employee's employment under this Agreement for any reason; (b) solicit, induce, encourage or attempt to induce or encourage any employee of the Company to terminate his or her employment with the Company or to breach any other obligation to the Company; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between the Company and workover any customer, potential customer, or supplier of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer (d) engage in or participate in any business conducted under any name that shall be the same as or similar to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services name of the Company during or any trade name used by it; provided, however, that in the one (1) year preceding event the Employee's employment is terminated by the Company for cause pursuant to Section 11 of this Agreement, then following such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with Employee shall have no further obligations under this Section 9 unless the Company, (ii) compete with in its sole discretion, elects to make additional payments to Employee as provided under Section 11. The Employee acknowledges that the business of foregoing geographic, activity and time limitations contained in this Section 9 are reasonable and properly required for the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any adequate protection of the Company's present officesbusiness. In the event that any such geographic, (ii) any activity or time limitation is deemed to be unreasonable by a court, the Employee shall submit to the reduction of either said activity or time limitation to such activity or period as the Company's present rig yards and (iii) any additional location where court shall deem reasonable. In the Company, as of event that the date of any action taken Employee is in violation of the non-competition obligations and restrictive covenants set forth in this Section 9, then the time limitation for such covenants shall be extended for a period of time equal to the Agreementpendency of any proceedings brought to enforce such covenants, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryincluding any appeals.

Non-Competition. In exchange for 1. Employee acknowledges and agrees that by entering into this Agreement with Company and engaging in the employment relationship contemplated hereby, Employee will be performing significant duties on behalf of Company, and Employee will be exposed to certain valuable know-how and information relating to a highly competitive industry. Employee also acknowledges and agrees that the covenants set forth in this section are a material part of the consideration described above in Section 5.01bargained for by Company, and without Employee's agreement to be bound by such covenants, Company would not have agreed to enter into this Agreement or to engage Employee's services. 2. Employee agrees that during his employment with the Company and term of this Agreement, and: (a) for a period of six two (62) months years after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of any termination of Employee)this Agreement for Cause; or (b) for one (1) year after any termination of this Agreement without Cause, Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in solicit, divert, recruit, induce, encourage or attempt to influence any client, customer, employee, consultant, independent contractor, salesman or supplier of Company, to cease to do business, decrease the drilling and workover level of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to leasebusiness, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave terminate his or her employment or position otherwise cease his, her or its relationship with the Company, as the case may be, or (ii) compete with the business of the Companyengage in (as a principal, or (iii) violate the terms of any employmentagent, non-competition or similar agreement with the Company; or d. employowner, directly or indirectlyconsultant, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officerpartner, director, employee officer, employee, stockholder, investor, lender or otherwise), alone or in association with any other individual holding a position person or entity, or be financially interested in or otherwise connected with any business in any activity similar to or in connection with the Company within two (2) years after the date specific activities of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and which such business activity is to produce, manufacture, import, market or distribute in the United States or Europe or Asia any product or service (A) which was produced, manufactured, imported, marketed or distributed by or for Company consent will not be unreasonably withheld. e. The geographical area within at any time or (B) which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, Company as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive termination had plans to locate an office produce, manufacture, import, market or distribute during the term of this section; provided, however, that nothing contained in this Agreement shall prevent Employee from holding for investment up to 5% of any class of equity securities of a rig yard. Notwithstanding the foregoing, if the two hundred company whose securities are publicly traded (200) mile radius extends into another country or its territorial waters and the other than Company is not then doing business in that other country, as to which there will shall be no territorial limitations extending into such other countrylimitation).

Non-Competition. In exchange for Executive further agrees with the consideration described above in Section 5.01Company to the following provisions, Employee all of which Executive acknowledges and agrees that are necessary to protect the Company’s legitimate business interests. Executive covenants and agrees with the Company that: (i) Unless otherwise agreed between the parties, Executive shall not, during his her employment with the Company and for a period of six eighteen (618) months after he thereafter, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, shareholder, officer, director, employee, consultant or in any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any way, with the Company Business (as defined at the start of this Agreement), other than the ownership of 5% or less of the shares of a public company where Executive is no longer employed not active in the day-to-day management of such company. With respect to the post employment application of this Section 5(d)(i), the restrictions shall extend only to those specific countries or provinces where the Company conducts business on the day that Executive’s employment with the Company terminates. (ii) Executive shall not, during her employment with the Company and for a period of eighteen (18) months thereafter, either directly or indirectly, (A) solicit, call on or contact any Customer of the Company with whom Executive has had material contact during her employment with the Company for the purpose or with the effect of offering any products or services of any kind offered by the Company at that time or during her employment with the Company, (unless his B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in any of the foregoing clauses (A) through (B). (iii) During her employment is terminated after a Change in Controlwith the Company, in which event there will be no covenant Executive shall not to compete and own, or permit ownership by Executive’s spouse or any minor children under the noncompete covenants and obligations herein will terminate on the date parental control of termination of Employee), Employee will notExecutive, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder amount in excess of up to one five percent (15%) of the outstanding shares of stock of a corporation whose shares are listed on corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)business that competes, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent way, with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration described above in Section 5.01of the Executive’s exposure to the Confidential Information of the Company and its affiliates, Employee the Executive agrees that the Executive shall not, during his the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of six twelve (612) months after he is no longer employed by thereafter (the “Restriction Period”), directly or indirectly (other than in connection with carrying out his responsibilities for the Company and its affiliates), own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (unless his employment as defined below); provided, that in no event shall ownership of three percent (3%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is terminated after a Change actively engaged in Control, any geographic area in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on Parent, the Company, or any of their respective subsidiaries (the “Company Group”) operates or markets in any business which is in material competition with the business of any member of the Company Group (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance Executive’s employment with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Company) or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes proposed to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit be conducted by any orders for any products or services which member of the Company provided and with regard to which Employee had direct Group in its business plan as in effect at that time (or indirect supervision or control, within one (1) year preceding Employee's following the Executive’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business plan as in effect as of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Executive’s employment with the Company). During the Restriction Period, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with upon request of the Company, and the Executive shall notify the Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the nonExecutive’s then-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countrycurrent employment status.

Non-Competition. In exchange As additional consideration for the consideration described above in Section 5.01compensation to be paid to Executive under this Agreement, Employee agrees Executive acknowledges that during his the course of Executive’s employment with the Company and its Subsidiaries Executive shall have access to and shall become familiar with, and prior hereto during Executive’s employment with Metaldyne Powertrain Components, Inc. Executive has become familiar with, the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company Group and that Executive’s services shall be of special, unique and extraordinary value to the Company and its Subsidiaries, and therefore, Executive agrees that, during the Employment Period and for a period of six (6) months after he is no longer thereafter (the “Noncompete Period”), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed by by, or in any manner engage in, any person, business or entity competing with any member of the Company (unless his employment is terminated after a Change Group as such businesses exist or are in Control, in which event there will be no covenant not to compete and process during the noncompete covenants and obligations herein will terminate Employment Period or on the date of the termination or expiration of Employeethe Employment Period, within any geographical area in which any member of the Company Group engage or plan to engage in such businesses(a “Competitive Business”), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other . Nothing herein shall prohibit Executive from being a passive owner of not more than as a holder of up to one percent (1%) 2% of the outstanding shares stock of any class of a corporation whose shares are listed on a stock exchange or traded which is publicly traded, so long as Executive has no active participation in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Companycorporation, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants Executive may, without violating this Section 9(a), serve as an employee, consultant or independent contractor to any person or business engaging in a Competitive Business through any division or subsidiary provided such Competitive Business generates less than 20% of the Agreement shall apply is annual revenue of such person or business and provided that territory within two hundred (200) miles of (i) Executive does not participate in, work for or provide any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, services to such person or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into connection with such other countryCompetitive Business.

Non-Competition. In exchange for Executive acknowledges that his employment with the consideration described above Company has in Section 5.01the past and will, Employee of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Executive agrees that during his employment with the Company and for a period of six one (61) months year after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations provisions of the covenant not to compete herein contained will terminate on the date of termination of Employee), Employee the Executive) the Executive will not, directly or indirectly, either as an individual, proprietor, stockholder ({other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)}, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which provides, produces, leases or sells products or services of the same or similar type provided, produced, leased or sold by the Company and with regard to which Executive was engaged, or over which Executive had direct or indirect supervision or control, within one (i1) is primarily engaged year preceding the Executive's termination of employment, in any area where the drilling and workover Company provided, produced, leased or sold such products or services at any time during the one (1) year preceding such termination of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; employment, or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee the Executive had direct or indirect supervision or control, within one (1) year preceding EmployeeExecutive's termination of employment, to or from any person, firm or entity which was a Customer customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to to: (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, ; permit the employment of, ; contract for services or work to be performed by; or otherwise, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date Date of termination Termination of employment of Employee Executive with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires occurs earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for view of the unique and valuable services it is expected Executive will render to the Company, and the knowledge of the technology, trade secrets, and other proprietary information relating to the business of the Company and its clients and suppliers that it is expected Executive will obtain, and in consideration described above in Section 5.01of the compensation to be received hereunder, Employee Executive agrees that during his employment with the Company Employment Period and for a period thereafter until the first anniversary of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee)the Employment Period, Employee he will not, anywhere in the world, directly or indirectly, either as an individualfor his own benefit or for, proprietorwith, stockholder (or through any other than person, firm, or corporation, a) own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)director, officer, employee, partner, officerconsultant, employee agent, independent contractor, or otherwise: a. work forotherwise with, become an employee ofor acquiesce in the use of his name by, invest inany person, provide consulting services to corporation, organization or in any way engage in any other business which (i) entity that is primarily engaged in the drilling and workover business of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. providedeveloping, sellmanufacturing, offer to sell, lease, offer to lease, selling or solicit any orders for any providing human infertility treatments or products or services which the Company provided and with regard is otherwise engaged in a business similar to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company; b) reveal the name of, solicit or interfere with, or (iii) violate endeavor to entice away from the terms Company any of any employmentits suppliers, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed byclients, or otherwise use, utilize employees; or benefit from the services c) employ any person who was an employee of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date a period of termination of employment of Employee with the Company or within two (2) years one year after such officer, director, employee or individual terminated employment with person leaves the employ of the Company, whichever period expires earlier; provided provided, however, Employee can seek written consent from that the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent provisions of this Section 7 will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants deemed breached merely because Executive owns not more than 1% of the Agreement shall apply outstanding common stock of a corporation that is registered under the Securities Exchange Act of 1934, as amended. Executive agrees that territory within two hundred (200) miles the provisions of (i) this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 is deemed to be invalid, illegal, or unenforceable by reason of the Company's present officesextent, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yardduration, or definitive plans geographical scope hereof, or otherwise, then the court making such determination has the right to locate an office reduce the extent, duration, geographical scope, or a rig yard. Notwithstanding the foregoingother provisions hereof as may be necessary to comply with and be enforceable under applicable law, if the two hundred (200) mile radius extends into another country or its territorial waters and the restriction, in its reduced form, shall be enforceable in the manner contemplated hereby. As used in this Section 7, "Company" shall include the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryand its direct and indirect subsidiaries.

Non-Competition. In exchange for During the consideration described above in Section 5.01Employment Term, Employee agrees that during his employment with the Company including any extensions thereof, and for a period of six (6) 18 months after he is no longer employed by immediately following the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of EmployeeExecutive’s employment under this Agreement for any reason other than death (the “Restrictive Period”), Employee will notexcept as provided herein, Executive shall not directly or indirectly, either as an individual, proprietor, stockholder : (other than as a holder of up to one percent (1%a) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded engage in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. providemanner be connected or concerned, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any whether as an officer, director, employee stockholder, partner, owner, employee, advisor, creditor, or other individual to (i) leave his or her employment or position otherwise with the Companydevelopment, (ii) compete operation, management, or conduct of any business in the United States that competes with the business of the Company, Company being conducted at the time of such termination; (b) solicit or otherwise attempt to divert business from or interfere in the Company relationship with any supplier of the Company or any customer served by the Company or and potential customer identified by the Company during the period of Executive’s employment hereunder; or (iiic) violate solicit, hire or otherwise interfere with the terms of Company relationship with any employment, non-competition person then or similar agreement with previously employed by the Company; or d. employprovided, directly or indirectlyhowever, permit that, after the employment oftermination of Executive’s employment, contract for services or work to Executive shall not be performed by, or otherwise use, utilize or benefit from bound by the services Covenant set forth in this subparagraph following a material breach by the Company of any officerof its obligations to the Executive hereunder or in the event of the cessation or dissolution of the Company business. As used herein, director, employee “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any other individual holding Change in Control. Nothing contained herein shall prohibit Executive from owning up to 3% of the stock of a position publicly traded company that competes with the business of the Company within two (2) years after or, following the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated his employment with the Company, whichever period expires earlier; provided howeverprevent the Executive from being employed by or otherwise affiliated with a line of business of another company that engages in multiple lines of business so long as the Executive is not employed by, Employee can seek written consent from does not provide services with respect to and is not otherwise involved in the Company to hire an officer, director, employee line or individual who has terminated employment lines of business of such other company that compete with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Period and for a period of six one (61) months year after he is no longer employed by the Company end of the Employment Period (unless his employment Employee is terminated after a Change in ControlControl with the right to payments and benefits under Article IV, in which event there will be no covenant not to compete and the noncompete non-compete covenants and obligations herein will terminate on the date of termination of EmployeeTermination), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) 5.02e and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment’s Termination, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination Termination from whom the Company had solicited business during such one (1) year; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two one (21) years year after the date of termination of employment of Employee with the Company Termination or within two one (21) years year after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two one hundred (200100) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two one hundred (200100) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for If during the consideration described above Employment Period the Executive’s employment is terminated at a time and in a manner which would entitle the Executive to receive the payment set forth under Section 5.016(a)(i) of this Agreement and Executive accepts and receives such payment under Section 6(a)(i), Employee agrees that during his employment with the Company and then for a period ending on the first anniversary of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination LEGAL02/21751871v13 receipt of Employee)such payment, Employee will but in no event a period that exceeds fourteen months from the date of termination, Executive agrees that without the written consent of the Company, Executive shall not, directly or indirectly, either as an individualwithin the Restricted Territory: (i) engage or participate in, proprietorbecome employed by, stockholder (other than serve as a holder of up to one percent director of, or render advisory or consulting or other services in connection with, any Competitive Business; provided, however, that after Executive’s termination, this Section 11(c) shall not preclude Executive from (1%A) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become being an employee of, invest inor consultant to, provide consulting services to or in any way engage in any business which unit of a Competitive Business if (i1) is primarily engaged such business unit does not qualify as a Competitive Business in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) its own right and (ii2) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit Executive does not have any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision involvement in, or controlresponsibility for, within one any operations of such Competitive Business that cause it to qualify as a Competitive Business, or (1B) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business approval of the Company, being a consultant to, an advisor to, a director of, or (iii) violate the terms an employee of any employment, non-competition or similar agreement with the Companya Competitive Business; or d. employ(ii) make or retain any financial investment, whether in the form of equity or debt, or own any interest, in any Competitive Business; provided, however, that nothing in this subsection (ii) shall, however, restrict Executive from making an investment in any Competitive Business if such investment does not (A) represent more than 1% of the aggregate market value of the outstanding capital stock or debt (as applicable) of such Competitive Business, (B) give Executive any right or ability, directly or indirectly, permit to control or influence the employment of, contract for services policy decisions or work to be performed bymanagement of such Competitive Business, or otherwise use, utilize or benefit from the services (C) create a conflict of any officer, director, employee or any other individual holding a position with interest between Executive’s duties to the Company within two (2) years after the date of termination of employment of Employee with the Company and its affiliates or within two (2) years after under this Agreement and his or her interest in such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldinvestment. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for If during the consideration described above Employment Period the Executive’s employment is terminated at a time and in a manner which would entitle the Executive to receive the payment set forth under Section 5.016(a)(i) of this Agreement and Executive accepts and receives such payment under Section 6(a)(i), Employee agrees that during his employment with the Company and then for a period ending on the first anniversary of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination receipt of Employee)such payment, Employee will but in no event a period that exceeds fourteen months from the date of termination, Executive agrees that without the written consent of the Company, Executive shall not, directly or indirectly, either as an individualwithin the Restricted Territory: (i) engage or participate in, proprietorbecome employed by, stockholder (other than serve as a holder of up to one percent director of, or render advisory or consulting or other services in connection with, any Competitive Business; provided, however, that after Executive’s termination, this Section 11(c) shall not preclude Executive from (1%A) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become being an employee of, invest inor consultant to, provide consulting services to or in any way engage in any business which unit of a Competitive Business if (i1) is primarily engaged such business unit does not qualify as a Competitive Business in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) its own right and (ii2) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit Executive does not have any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision involvement in, or controlresponsibility for, within one any operations of such Competitive Business that cause it to qualify as a Competitive Business, or (1B) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business approval ADMIN/21794887v3 of the Company, being a consultant to, an advisor to, a director of, or (iii) violate the terms an employee of any employment, non-competition or similar agreement with the Companya Competitive Business; or d. employ(ii) make or retain any financial investment, whether in the form of equity or debt, or own any interest, in any Competitive Business; provided, however, that nothing in this subsection (ii) shall, however, restrict Executive from making an investment in any Competitive Business if such investment does not (A) represent more than 1% of the aggregate market value of the outstanding capital stock or debt (as applicable) of such Competitive Business, (B) give Executive any right or ability, directly or indirectly, permit to control or influence the employment of, contract for services policy decisions or work to be performed bymanagement of such Competitive Business, or otherwise use, utilize or benefit from the services (C) create a conflict of any officer, director, employee or any other individual holding a position with interest between Executive’s duties to the Company within two (2) years after the date of termination of employment of Employee with the Company and its affiliates or within two (2) years after under this Agreement and his or her interest in such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldinvestment. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for During the consideration described above in Section 5.01Employment Term, Employee agrees that during his employment with the Company including any extensions thereof, and for a period of six (6) 18 months after he is no longer employed by immediately following the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of EmployeeExecutive’s employment under this Agreement for any reason other than death (the “Restrictive Period”), Employee will notexcept as provided herein, Executive shall not directly or indirectly, either as an individual, proprietor, stockholder : (other than as a holder of up to one percent (1%a) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded engage in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. providemanner be connected or concerned, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any whether as an officer, director, employee stockholder, partner, owner, employee, advisor, creditor, or other individual to (i) leave his or her employment or position otherwise with the Companydevelopment, (ii) compete operation, management, or conduct of any business in the United States that competes with the business of the Company being conducted at the time of such termination; (b) solicit or otherwise attempt to divert business from or interfere in the Company, ’s relationship with any supplier of the Company or any customer served by the Company or and potential customer identified by Company during the period of Executive’s employment hereunder; or (iiic) violate the terms of any employmentsolicit, non-competition hire or similar agreement otherwise interfere with the Company’s relationship with any person then or previously employed by Company; or d. employprovided, directly or indirectlyhowever, permit that, after the employment oftermination of Executive’s employment, contract for services or work to Executive shall not be performed by, or otherwise use, utilize or benefit from bound by the services Covenant set forth in this subparagraph following a material breach by the Company of any officerof its obligations to the Executive hereunder or in the event of the cessation or dissolution of the Company’s business. As used herein, director, employee “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any other individual holding Change in Control. Nothing contained herein shall prohibit Executive from owning up to 3% of the stock of a position publicly traded company that competes with the business of the Company within two (2) years after or, following the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated his employment with the Company, whichever period expires earlier; provided howeverprevent the Executive from being employed by or otherwise affiliated with a line of business of another company that engages in multiple lines of business so long as the Executive is not employed by, Employee can seek written consent from does not provide services with respect to and is not otherwise involved in the Company to hire an officer, director, employee line or individual who has terminated employment lines of business of such other company that compete with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the consideration described above Company, he will not during the Employment Period: participate in, be employed in Section 5.01any capacity by, Employee agrees that during his employment serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company and or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question. (b) In addition, the Executive agrees that, for a period of six (6) months after he is no longer employed the end of Executive's employment by the Company (unless his such employment is terminated after due to a Change breach of the terms hereof by the Company in Controlfailing to pay to the Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event there will the following shall be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employeeinapplicable), Employee will notthe Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, either or (2) participate in, be employed in any capacity by, or serve as an individualdirector, proprietorconsultant, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange agent or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work representative for, become an employee ofany partnership, invest incorporation, provide consulting services to or in any way engage in any business other entity which (i) is primarily engaged in the drilling and workover business of oil and gas xxxxx within developing, licensing, or selling technology, products or services which are directly competitive with the geographical area described in Section 5.02(eBusiness of the Company or any of its Subsidiaries as of the termination of the Executive's employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive's employment at the Company. (c) and Executive further agrees, for twelve months following the end of Executive's employment by the Company (ii) actually competes unless such employment is terminated due to a substantial extent breach of the terms hereof by the Company as described above), to refrain from directly or indirectly soliciting Company's collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and adverse to the Company; or b. provide, sell, offer Business of the Company or any of its Subsidiaries or with and to sell, lease, offer to lease, or solicit any orders for any products or services which being offered by the Company provided or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) The Executive hereby agrees that damages and with regard any other remedy available at law would be inadequate to which Employee had direct redress or indirect supervision remedy any loss or control, within one (1) year preceding Employee's termination of employment, to or from damage suffered by the Company upon any person, firm or entity which was a Customer for such products or services breach of the Company during terms of this Section 18 by the one (1) year preceding such termination from whom Executive, and the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with Executive therefore agrees that the Company, (ii) compete with the business of the Companyin addition to recovering on any claim for damages or obtaining any other remedy available at law, or (iii) violate also may enforce the terms of any employmentthis Section 18 by injunction or specific performance, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or and may obtain any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldappropriate remedy available in equity. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for (a) By and in consideration of the consideration described above in Section 5.01payments and benefits to be provided, Employee Executive agrees that during his from the date hereof and until the Executive's employment with the Company is terminated for any reason whatsoever, including any resignation by Executive or any termination of Executive by the Company (the "Term") and for a period of six one year thereafter (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee"Non-Compete Period"), Employee will the Executive shall not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, directly or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm indirectly through another person or entity which was a Customer for such products induce or services attempt to induce any employee of the Company during to leave the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business employ of the Company, or (iii) violate the terms of in any employment, non-competition or similar agreement way interfere with the relationship between the Company; or, on the one hand, and any employee thereof, on the other hand; d. employ, (ii) directly or indirectlyindirectly through another person or entity induce or attempt to induce any customer, permit the employment ofsupplier, contract for services subcontractor, licensee or work to be performed by, or otherwise use, utilize or benefit from the services other business relation of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment to cease doing business with the Company, whichever period expires earlieror in any way interfere with the relationship between any such customer, supplier, subcontractor, licensee or business relation, on the one hand, and the Company, on the other hand; provided howeveror (iii) directly or indirectly own, Employee can seek written consent from lend money to, manage, operate, join, control, consult with, render services, be employed by, or participate in the Company ownership, management, operation or control of, or be connected in any manner (including but not limited to hire an officerholding the positions of shareholder, director, employee officer, consultant, independent H contractor, employee, partner or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within investor) in any business in which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) Company or any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, its subsidiaries are engaged in as of the date of this Agreement (which is core optical switches at levels OC-48 and above) ("Competitive Business") during the Term; provided, however, that, notwithstanding the foregoing sentence, the Executive shall be permitted to (i) own, for investment purposes (directly or indirectly) not more than five percent (5%) of total outstanding common stock or debt of a public company and (ii) be employed by a Competitive Business if the Executive's employment duties do not relate to the business in which the Company or any action taken of its subsidiaries is engaged in violation as of the date of this Agreement; (b) The Executive expressly recognizes and agrees that the restraints imposed by this Section 1 are reasonable as to time and scope and are not oppressive. The Executive further expressly recognizes and agrees that the restraints imposed by this Section 1 represent a reasonable and necessary restriction for the protection of the legitimate interests of the Company, that the failure by the Executive to observe and comply with the covenants and agreements in this Section 1 will cause irreparable harm to the Company, that it is and will continue to be difficult to ascertain the harm and damages to the Company that such a failure by the Executive would cause, that the consideration received by the Executive for entering into these covenants and agreements is fair, that these covenants and agreements and their enforcement will not deprive the Executive of his ability to earn a reasonable living, and that the Executive has acquired knowledge and skills in this field that will allow him to obtain employment without violating these covenants and agreements. If, however, for any reason any court determines under applicable law that the provisions in Section 1 pertaining to duration, scope and geographic area in relation to non-competition obligations are too broad or otherwise unreasonable, that the consideration provided hereunder is inadequate or that the Executive has been prevented unlawfully from earning a livelihood (together, such provisions being hereinafter referred to as "Restrictions"), such Restrictions shall be interpreted, modified or rewritten, and covenants such court is hereby requested and authorized by the Company and the Executive to revise the Restrictions, to include the maximum Restrictions as are valid and enforceable under applicable law. The Executive further expressly acknowledges that he has been encouraged to consult and has consulted independent counsel, and has reviewed and considered this Agreement with that counsel, before executing this Agreement. (c) The Executive shall inform any prospective or future employer of any and all restrictions contained in this Agreement and provide such employer with a copy of such restrictions (but no other terms of this Agreement), prior to the commencement of that employment. (d) During the Term and during the Non-Compete Period, the Executive will not directly or indirectly disclose to any person, or use or otherwise exploit for his own benefit or for the benefit of any person, other than the Company, any Confidential Information or Trade Secrets other than any of the Agreementforegoing which becomes public information without any breach of this Agreement by the Executive. During the Term and during the Non-Compete Period, has an officethe Executive will be allowed to disclose Confidential Information when required to do so by legal process, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding by any governmental agency having supervisory authority over the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and business of the Company is not then doing business or by any administrative or legislative body that requires the Executive to divulge, disclose or make accessible such information. If so ordered, the Executive shall give prompt written notice to the Company prior to such disclosure in that other country, there will be no territorial limitations extending into order to allow the Company the opportunity to object to or otherwise resist such other countryorder.

Non-Competition. In exchange for 14.1 The Executive shall be prohibited from disclosing to anyone (except to the consideration described above extent reasonably necessary to perform the Executive's duties hereunder) any confidential information concerning the business or affairs of the Company or the Company's subsidiaries or affiliates which the Executive may have acquired in Section 5.01, Employee agrees that during the course of and as incident to his employment or prior dealings with the Company or the Company's subsidiaries or affiliates, including, without limitation, client lists, business or trade secrets, or methods or techniques used by the Company or the Company's subsidiaries or affiliates in or about its business. The obligation in this subsection 14.1 survives the expiration or earlier termination of this Agreement. 14.2 During the Term of this Agreement and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Controlexpiration or earlier termination hereof, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee Executive will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an (a) influence or attempt to influence any employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during or the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel Company's subsidiaries or encourage any officer, director, employee or other individual affiliates to (i) leave terminate his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present officessubsidiaries or affiliates; (b) influence or attempt to influence any person or persons, (ii) any of firm, association, syndicate, partnership, company, corporation or other entity that is a contracting party with the Company or the Company's present rig yards and (iii) any additional location where the Company, subsidiaries or affiliates as of the date of this Agreement or at any action taken in violation time during the Term of this Agreement, to terminate any written or oral agreement with the Company or the Company's subsidiaries or affiliates; (c) employ or solicit employment elsewhere of any employee or consultant of the non-Company or the Company's subsidiaries or affiliates; and (d) directly or indirectly, individually or with others, own, manage, design, construct, renovate, operate, control, be employed by, participate in, solicit any business from, perform consulting services for, or be connected in any manner to any business in competition obligations and covenants with Company, or any other business similar to, or competitive with, the business of the AgreementCompany or the Company's subsidiaries or affiliates, has an officein any area. 14.3 The Executive hereby acknowledges that: (a) the respective times, a rig yardarea and scope of activities agreed to in subsections 14.1 and 14.2, above, are reasonable in scope and necessary for the protection of the business, competitive ability, and good will of the Company; (b) since it is the understanding and desire of the parties hereto that the covenants contained in subsections 14.1 and 14.2, above, be enforced to the fullest extent possible, should any particular provision of such covenant be deemed invalid, overly broad, or definitive plans unenforceable, such provision shall be deemed amended to locate an office or a rig yard. Notwithstanding delete therefrom the foregoingobjectionable portion, if the two hundred (200) mile radius extends into another country or its territorial waters deletion shall apply only with respect to the operation of such provision, and the amended portion shall be enforced to the fullest extent allowed; (c) To the extent a provision is deemed unenforceable by virtue of its scope, but may be made enforceable by limitation thereof, such provision shall be enforceable only to the extent permissible; and (d) The Executive's obligation and undertaking provided for in this Section 14 shall continue beyond the termination of the Executive's relationship with the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryaccordance with the terms hereof.

Non-Competition. In exchange for (a) During the consideration described above in Section 5.01, Employee agrees that during his employment term of this Agreement and (other than with the Company and for a period of six respect to clause (6i) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employeebelow), for one year thereafter (the "Restricted Period"), the Employee will shall not, without the written consent of the Company, directly or indirectly, (i) become associated with, either render services to, invest in, represent, advise or otherwise participate in as an individualofficer, proprietoremployee, stockholder (other than director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business which is conducted in any of the jurisdictions in which the Company's business is conducted and which is competitive with the business conducted by the Company; provided, that this Section 8(a)(i) shall not prohibit the Employee from purchasing or owning as a holder of passive investment up to one three percent (13%) of the outstanding shares capital stock of a corporation whose shares are company which is listed or authorized for trading on any national securities exchange, Nasdaq or the OTC Electronic Bulletin Board or is a stock exchange company with a class of securities registered under Section 12 of the Securities Act of 1934, as amended; (ii) for the Employee's own account or traded in accordance for the account of any other person or entity (A) interfere with the automated quotation system Company's relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) contact, telephone, meet, solicit or transact any business with any material customer, account or supplier of the National Association Company who or which transacts or has transacted business with the Company at any time during the term of Securities Dealers)this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of the Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, officerstockholder, employee or otherwise: a. work forsales representative, become an employee oftrainee, invest in, provide consulting services consultant to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services agent of the Company during the within one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of such offer or solicitation. (b) Nothing herein contained shall be construed as prohibiting the Company from pursuing any action other remedies available to it for such violation, including but not limited to any injunctive or other equitable relief or the recovery of damages from the Employee. (c) The Employee acknowledges that the covenants contained in this Section 8 are fair and reasonable in order to protect the Company's business and were a material and necessary inducement for the Company to agree to the terms of this Agreement. The Employee further acknowledges that any remedy at law for any breach or threatened or attempted breach of the covenants contained in this Section 8 may be inadequate and that the violation of any of the covenants contained in this Section 8 will cause irreparable and continuing damage to the Company. Accordingly, the Company shall be entitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder, including without limitation an order restraining any further violation of such covenants, or any other relief a court might award, without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security, and that such injunctive relief shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. The covenants in this Section 8 shall run in favor of the Company and its successors and assigns. (d) In case any one or more of the terms or provisions contained in this Section 8 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms or provisions hereof, but such term or provision shall be deemed modified or deleted as or to the extent required by applicable law, and such modification or deletion shall not affect the validity of the other terms or provisions of this Section 8. In addition, if any one or more of the restrictions contained in this Section 8 shall for any reason be held to be unreasonable with regard to time, duration, geographic scope or activity, the parties contemplate and hereby agree that such restriction shall be modified and shall be enforced to the full extent compatible with applicable law. The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in violation order of the non-competition obligations cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (e) The provisions of this Section 8 shall survive the termination of this Employment Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. . (f) Notwithstanding the foregoingforegoing provisions of this Section 8, if the two hundred (200employment of Employee is terminated for other than "for cause" as defined in Section 9(a) mile radius extends into another country of the Agreement or its territorial waters and if the Company is materially breaches the provisions of the first, second or fourth sentence of Section 3(a) or Section 3(b) of this Agreement, Employee shall not then doing business be subject to any of the restrictive covenants set forth in that other country, there will be no territorial limitations extending into such other countrySection 8(a)(ii) and 8(a) (iii) for any period after termination of this Agreement.

Non-Competition. In exchange for (a) While the consideration described above in Section 5.01, Employee agrees that during his employment with is employed by the Company and for a period of six (6) months one year after he is no longer employed by the Company (unless his termination or cessation of such employment is terminated after a Change in Controlfor any reason, in which event there will be no covenant not to compete and except as expressly permitted under the noncompete covenants and obligations herein will terminate on Employee’s Employment Agreement, the date of termination of Employee), Employee will not, not directly or indirectly, either : as an individual, individual proprietor, stockholder partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, or in any other capacity whatsoever (other than as a the holder of up to not more than one percent (1%) of the combined voting power of the outstanding shares stock of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealerspublicly held company), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in the business of developing, designing, producing, marketing, selling or rendering (or assisting any business which (iother person in developing, designing, producing, marketing, selling or rendering) is primarily engaged immuno-oncology products, DNA-based biotherapeutic products involving in vivo expression of effectors for the drilling and workover treatment of oil and gas xxxxx within cancer, or other products or product candidates that are otherwise substantially similar to those that have been or are being developed, designed, produced, marketed, sold or rendered by the geographical area described in Section 5.02(e) and Company while the Employee was employed by the Company; or (ii) actually competes to a substantial extent with the Company; or b. providesolicit, sell, offer to sell, lease, offer to leasedivert or take away, or solicit attempt to divert or to take away, the business or patronage of any orders for any products of the clients, customers or services which the Company provided and with regard to which Employee had direct accounts, or indirect supervision prospective clients, customers or controlaccounts, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during which were contacted, solicited or served by the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with Employee while employed by the Company. (b) Notwithstanding the restrictions set forth in Section 3(a) above, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date termination or cessation of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Employee’s employment with the Company, whichever period expires earlier; provided however, nothing herein shall prevent Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) becoming a faculty member and/or serving on the staff of an academic institution, and while so employed, performing research, including in immuno-oncology and/or gene therapy, using institutional funds, philanthropy gifts, grants, and sponsored research agreements from third-parties (ii) working for the U.S. or any state government or any agency or instrumentality thereof, (iii) working for any non-profit cancer center, (iv) working for any non-profit entity or non-governmental organization (NGO) and (v) working for a for-profit health care delivery organization. In each such case, no such activity shall allow Employee to use any Proprietary Information of the Company without the prior written approval of the Company's present offices. (c) If the Employee violates the provisions of Section 3(a), (iithe Employee shall continue to be bound by the restrictions set forth in Section 3(a) until a period of one year has expired without any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryprovisions.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee (a) The Executive agrees that during his the Executive’s employment with the Company and for a period of six two (62) months after he years following the termination of such employment, whether termination is no longer by the Executive or the Company, and regardless of the reasons therefore, the Executive shall not: (A) directly, or indirectly act in concert or conspire with any person employed by the Company in order to, engage in or prepare to engage in or to have a financial or other interest in any business or any activity that he knows (unless his employment or reasonably should have known) to be directly competitive with the business of the Company as then being carried on (or with any product, service, or business activity which was under active development while the Executive was employed by Company if such development is terminated after being actively pursued by the Company during such two-year period); or (B) serve as an employee, agent, partner, shareholder, director, or consultant for, or in any other capacity participate, engage, or have a Change financial or other interest in Controlany business or any activity that he knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on (or with any product, in service, or business activity which event there will be no covenant not to compete and was under active development while the noncompete covenants and obligations herein will terminate on Executive was employed by Company if such development is being actively pursued by the date of termination of EmployeeCompany during such two-year period), Employee will notprovided, directly or indirectlyhowever, either as an individualthat notwithstanding anything to the contrary contained in this Agreement, proprietor, stockholder (other than as a holder of the Executive may own up to one two percent (12%) of the outstanding shares of the capital stock of a corporation company whose shares securities are listed on a stock exchange or traded registered under Section 12 of the - 13 - Exchange Act. Further, notwithstanding anything to the contrary in accordance this Section 11(a), provided that the Company is given reasonable opportunity to consult with the automated quotation system of Executive and the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent Executive consults with the Company; or b. provideCompany in good faith, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or controlmay opt, within one (1) year preceding Employee's termination of employmentin its sole discretion, to or from any person, firm or entity which was consent to the Executive’s accepting employment with a Customer for such products or services of competitive business on the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employcondition that Executive will not be involved, directly or indirectly, permit in any manner, with any competitive product or service. (b) The Executive further acknowledges and agrees that, in the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from event of the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated his employment with the Company, whichever period expires earlier; provided however, Employee the Executive’s experience and capabilities are such that the Executive can seek written consent from the Company to hire an officer, director, employee or individual who has terminated obtain employment in business activities which do not compete with the Company, and Company consent will that the enforcement of this Agreement by way of injunction shall not be unreasonably withheld. e. prevent the Executive from earning a reasonable livelihood. The geographical area within which Executive further acknowledges and agrees that the non-competition obligations and covenants of contained herein are necessary for the Agreement shall apply is that territory within two hundred (200) miles of (i) any protection of the Company's present offices, (ii) any of the Company's present rig yards ’s legitimate business interests and (iii) any additional location where the Company, as of the date of any action taken are reasonable in violation of the non-competition obligations scope and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryduration.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six two (62) months years after he is no longer employed by the Company (unless his employment is terminated after a Change in ControlControl with the right to payments and benefits under Article IV, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx wxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one three (13) year years preceding Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one three (13) year years preceding such termination from whom the Company had solicited business during such one three (13) yearyears; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. . The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country. At any time during the period covered by this Section 5.02, the Employee may provide the Company with a written request, setting forth with particularity any proposed employment, business arrangement and/or other activities in which the Employee proposes to engage, and requesting that the Company state its position as to whether it considers the proposed activities a violation of the covenants set forth in this Section 5.02. The Company shall respond in writing to the request within a reasonable period of time after receipt.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six one (61) months year after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx wxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’s present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. (a) In exchange for consideration of his employment hereunder and in recognition that the consideration described above in Section 5.01relationship between himself and the Company is one of trust, the Employee covenants and agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individualfor his or her own account or benefit, proprietoror for the account or benefit of any other person or party: (i) Own, stockholder (other than as a holder manage, engage in, control, be employed by, participate in or be connected with, in any manner whatsoever, the ownership, management, operation or control of up to one percent (1%) any business which sells, promotes or distributes products or services, or which otherwise performs services, which are reasonably like and which may reasonably compete with those products or services offered by the Company or any affiliate or future subsidiary of the outstanding shares Company at any time during the term of a corporation whose shares are listed this Agreement or as of the date of termination of the Employee; (ii) Canvas, solicit or accept business from "Customers of the Company" (except on a stock exchange behalf of the Company) which, for purposes of this Agreement, shall mean any person or traded entity which has been contacted by the Employee in accordance the course of his employment with the automated quotation system Company or its affiliates or future subsidiaries, or has engaged in business with the Company or any of its affiliates or future subsidiaries during the two (2) year period prior to the date of termination of the National Association Employee's employment hereunder; (iii) Directly or indirectly request or advise any Customer of Securities Dealers)the Company to withdraw, partnercurtail or cancel such Customer's business with the Company, officeror otherwise interfere with the business relationship between such Customers and the Company, employee or otherwise:any of its affiliates or future subsidiaries; a. work for(iv) Directly or indirectly disclose to any person, become an employee offirm or corporation any information relating to any acquisition candidate; (v) Otherwise aid, invest in, provide consulting services to consult or in any way engage assist anyone engaged in any business which is competitive with the "Business of the Company", which "Business of the Company" shall include all business activities in which the Company or any of its affiliates or future subsidiaries is engaged at any time during the Term of this Agreement (including, but not limited to, the operation of a residential and commercial mechanical services business and the acquisition of such types of business) or in which the Company or any of its affiliates or future subsidiaries plans to engage at the date of termination of the Employee; or (vi) Communicate to any person or entity any trade secrets, customer lists, information (financial or otherwise), strategies, systems, methods or any other business data or secrets of the Company, any of the Company's affiliates or future subsidiaries. (b) Employee's covenants against competition as set forth in subparagraph (a) above shall commence on the date of this Agreement and shall continue (i) is primarily engaged in the drilling and workover for a period of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of Employee's employment of hereunder for Cause (as herein defined). The restraints against competition imposed on and agreed to by Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Companyhereunder shall apply to, and Company consent will not be unreasonably withheld. e. The geographical enforceable in, the area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred fifty (20050) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, or any of its affiliates, subsidiaries, is doing business as of the date of any action taken in violation termination of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryEmployee's employment hereunder.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for (a) For a period of six five (65) months years after he is no longer employed by the Company Closing (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee"Restricted Period"), Employee will notXx. Xxxxx-Xxxx Gujral shall not engage, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged anywhere in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, United States that produces or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such supplies products or services of the Company during kind produced or supplied by the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel Business or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with contemplated by the Company; 's business plan, as of the Closing Date or d. employ, without the prior written consent of the Parent, directly or indirectly, permit own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any person that competes with the employment ofParent, contract the Business or the Company in producing or supplying products or services of the kind produced or supplied by the Business or the Company, or contemplated by the Company's business plan, as of the Closing Date; provided, however, that, for services the purposes of this Section 4.06, ownership of securities having no more than one percent of the outstanding voting power of any competitor which are listed on any national securities exchange or work traded actively in the national over-the-counter market shall not be deemed to be performed byin violation of this Section 4.06 so long as the person owning such securities has no other connection or relationship with such competitor. (b) As a separate and independent covenant, (i) Xx. Xxxxx-Xxxx Gujral agrees that, for a period of five (5) years following the Closing, he will not in any way, directly or indirectly, for the purpose of conducting or engaging in any business that produces or supplies products or services of the kind produced or supplied by the Business or the Company, or contemplated by the Company's business plan, as of the Closing Date, call upon, solicit, advise or otherwise usedo, utilize or benefit from attempt to do, business with any customers of the services of any officer, director, employee Business or any other individual holding a position with the Company within two (2) years after with whom the date of termination of employment of Employee with Business, the Company or within two (2) years after such officer, director, employee or individual terminated employment Xx. Xxxxxx had any dealings during the period of time in which Xx. Xxxxxx was affiliated with the Company, whichever or take away or interfere or attempt to interfere with any custom, trade, business or patronage of the Business or the Company, and (ii) the Stockholders agree that, for a period expires earlier; provided howeverof five (5) years following the Closing, Employee can seek written consent from neither the Stockholders nor any of their affiliates will in any way interfere with or attempt to interfere with any officers, employees, representatives or agents of the Business or the Company, or induce or attempt to induce any of them to leave the employ of the Company to hire an officeror violate the terms of their contracts, directoror any employment arrangements, employee with the Company. (c) The Restricted Period shall be extended by the length of any period during which the Stockholders are in breach of the terms of this Section 4.06. (d) The Stockholders hereby acknowledge that any and all Developments that have at any time been made or individual who has terminated employment suggested by any Stockholder, whether acting alone or in conjunction with others, during such Stockholder's association with the Company, are the sole and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any absolute property of the Company, free of any reserved or other rights of any kind on such Stockholder's present officespart. Each Stockholder has fully disclosed all such Developments to the Company and, (ii) any of if requested by the Company, shall, at the Company's present rig yards cost and expense, do all acts and things (iiiincluding, among others, the execution and delivery under oath of patent and copyright applications and instruments of assignment) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and deemed by the Company is not then doing business to be necessary or desirable at any time in that other country, there will be no territorial limitations extending into such other country.order to effect the full assignment to the Company of

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Period and for a period of six (6) months after he is no longer employed by the Company end of the Employment Period (unless his employment is terminated after due to a Change in ControlControl Termination with the right to receive payments and benefits under Article IV, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx wxxxx within the geographical area described in this Section 5.02(e) 5.02 and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. . The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation, or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for Executive hereby agrees that: (i) During the consideration described above term of this Agreement and (A) in the case where the Executive’s employment has been terminated with Cause (as defined in Section 5.01, Employee agrees that during his 7(a)) or where the Executive voluntarily terminated the Executive’s employment with the Company and Company, for a period of six twelve (612) months after he is no longer employed thereafter (the “Restricted Period”), or (B) in the case where the Executive’s employment has been terminated without Cause by the Company (unless his or where the Executive’s employment is terminated after due to a Change Constructive Termination Event (as defined in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of EmployeeSection 7(c)), Employee for the Severance Period (as defined in Section 7(f)), the Executive will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder on Executive’s own behalf or on the behalf of up to one percent any Competitive Business Entity: (1%) authorize Executive’s name to be used by any Competitive Business Entity; (2) recruit, solicit, or induce the employment of any individual who is then currently or was, within the last nine (9) months of Executive’s employment with the Company an employee of the outstanding shares Company; (3) solicit, divert, induce or take away, or attempt to do the same (A) (including, without limitation) any licensee, client, customer, or account of a corporation whose shares are listed on Company product or service; (B) any person or entity for whom the Company provided or was to provide, within the last twelve (12) months of Executive’s employment, maintenance or other services for a stock exchange fee, pursuant to a formal agreement or traded otherwise; (C) any person or entity to whom, within the last nine (9) months of Executive’s employment, the Company had made a detailed presentation or solicitation of a fully qualified prospect wholly or partially in accordance writing; and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed with the automated quotation system Company; and, in each instance (A), (B), (C), and (D), the Executive directly or indirectly engaged contacted, solicited or served the Customer while employed by the Company within the last twelve (12) months of such Executive’s employment; (4) solicit from any then Customer of the National Association Company any business which is competitive to the Company’s business as it is conducted then, or within twelve (12) months after the Executive’s employment terminates; (5) render any service, for or without any compensation, in connection with the design, development, manufacture, marketing or sale of Securities Dealers)any product competitive with any service or product then, or within twelve (12) months, offered by the Company; or (6) participate in, directly or indirectly, (whether as advisor, principal, agent, partner, officer, employee director, employee, stockholder, associate or otherwise: a. work forconsultant of any Competitive Business Entity) provided that any interest of Executive through investment in up to an aggregate of five percent (5%) in any class of any person whose securities are required to be registered under the Securities Exchange Act of 1934, become an employee as amended, shall not be considered participation hereunder. For the purpose of this Section 3(c), the term “Competitive Business Entity” shall mean any person, partnership, corporation or other business entity which, during the Restricted Period or the Severance Period, as the case may be, (A) is in competition or (B) as a result of, invest inor following the Executive’s employment, provide consulting services plans to or develops an intention to design, develop, license, market, or sell in any way engage or goes into competition, and in any business which each instance (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(eA) and (iiB) actually competes with any business carried on (or planned to a substantial extent with be carried on during the Company; or b. provideRestricted Period or Severance Period, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1as applicable) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of by the Company during the one (1) year preceding such termination from whom term of this Agreement in any county of any state in the Company had solicited United States or any other location worldwide in which business during such one (1) year; or c. solicit, aid, counsel is then carried on or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with conducted by the Company, . (ii) compete Notwithstanding the foregoing restrictions of Section 3(c)(i), the Executive may obtain employment with the business of the Companyany Company client and/or licensee, or provided such employment (iiiA) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work is not related to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position competing with the Company within two (2) years after on behalf of such client and / or licensee for the date purpose of termination of employment of Employee providing products or services to third parties competitive with the Company or within two (2B) years after is in a consulting capacity or in the nature of in-house development of software, such officersoftware not be marketed for use by third parties or resale by third parties to other parties. Notwithstanding the termination of this Agreement, directorExecutive, employee during the Restricted Period or individual terminated the Severance Period, as applicable, shall provide written notice to the Company upon the Executive’s employment with any party. (iii) In the event the Company ceases all operations, the restrictions contained within Section 3(c)(i) shall be terminated and of no further force or effect, and the Executive may engage in such competitive activities without limitation, subject, however, to the restrictions set forth in Section 3(b) and Section 3(f). Notwithstanding the previous sentence, in the event that the Company ceases all operations, the provisions of Section 3(b) shall be automatically terminated and of no further force or effect, provided that such cessation of operations is not due to a merger or consolidation with a third party, a sale or acquisition of the Company by a third party, or sale of all or substantially all of the Company, whichever period expires earlier’s assets to a third party; provided however, Employee can seek written consent from the Company to hire further that such third party shall not be an officer, director, employee affiliate of any present or individual who has terminated employment with past shareholder of the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which (iv) Notwithstanding the non-competition obligations and covenants foregoing restrictions of Section 3(c)(i), the Executive may serve on the Board of Directors of a Competitive Business Entity, provided a majority of the Agreement shall apply is that territory within two hundred (200) miles Board of (i) Directors, not including the vote of Employee, approves such service. Service on the board of directors of a Competitive Business Entity does not terminate any of the Company's present officesExecutive’s other obligations, (iiincluding, but not limited to, the obligations created under Section 3(a) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countrySection 3(b).

Non-Competition. In exchange for (i) Each Seller agrees and acknowledges that in order to assure Buyer that the consideration described above in Section 5.01Business will retain its value as a going concern, Employee agrees it is necessary that during his employment with such Seller undertake not to utilize its special confidential knowledge of the Business, the Company and its relationship with clients or customers to compete with Buyer or its Affiliates. Each Seller further agrees and acknowledges that the Business could be irreparably damaged if such party were to engage in a business that develops, sells, manufactures, distributes or otherwise commercialize products and/or services that are similar to the Business and/or the Company Products (a “Competing Business”). Therefore, as a significant inducement to Buyer and Parent to enter into and perform their obligations under this Agreement and to acquire the Company, each Seller agrees that for a period of six four (64) months years after he is no longer employed by the Company Closing Date (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee“Restricted Period”), Employee will notno such party nor any of its successors, assigns or Affiliates shall, anywhere in the world, directly or indirectly, either as an individualfor themselves or any other person, proprietorengage in, stockholder (other than own, operate, manage, control, invest in or participate in any manner or permit their names to be used by, act as a holder consultant or advisor to, render services for (alone or in association with any person), or otherwise assist in any manner any person that engages in or owns, operates, manages or controls any Competing Business. (ii) Notwithstanding the foregoing, each Seller shall be permitted to invest in stock, bonds, or other securities of up to any public corporation so long as it is not involved in the business of such corporation and provided (i) such stock, bonds, or other securities are listed on any national or required exchange; and (ii) its investment does not exceed, in the case of any class of capital stock of any issuer, one percent (1%) percent of the issued and outstanding shares shares, or in the case of a corporation whose shares are listed on a stock exchange bonds or traded in accordance with the automated quotation system other securities, three (3%) percent of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling aggregate principal amount thereof issued and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldoutstanding. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six twelve (612) months after he is no longer employed by the Company (unless his employment is terminated after a Change in ControlControl with the right to payments and benefits under Article IV, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx wxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; provided, however, that Employee may request that the Company waive the restrictions of this Section 5.02(a) such that Employee may perform consulting services, which request and waiver the Company may consider in its sole discretion; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. . The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and (a) The term of Non-Competition (herein so called) shall be for a period term beginning on the date hereof and continuing until (i) the first anniversary of six (6) months after he the Date of Termination if the Executive's employment is no longer employed terminated by the Company for Cause or due to Disability or by the Executive without Good Reason or (unless his ii) the end of the later of (A) Employment Period or (B) the first anniversary of the Date of Termination, if the Executive's employment is terminated after a Change in Controlby the Company without Cause (and not due to Disability) or by the Executive for Good Reason; provided, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee)however, Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which that notwithstanding subsections (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provideof this Section 9(a), sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which if the Company provided is obligated to make payments to the Executive pursuant to Section 4 and with regard the Company fails to which Employee had direct or indirect supervision or controlmake any such payment on the date it is due, within one then the Executive's obligations pursuant to this Section 9 shall cease to apply as of such date. (1b) year preceding Employee's termination During the term of employmentNon-Competition, to or from any person, firm or entity which was a Customer the Executive shall not (other than for such products or services the benefit of the Company during the one (1pursuant to this Agreement) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicitdirectly or indirectly, aid, counsel individually or encourage any as an officer, director, employee employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or other individual to in any capacity whatsoever, (i) leave his engage in any Spanish language radio or her employment television broadcasting business that transmits a primary or position city-grade signal within a Metro Survey Area (as currently defined by The Arbitron Company in its Radio Markets Reports) in which a station directly operated by the Company transmits a primary or city-grade signal (A), with respect to the Companyterm of Non-Competition that is during the Executive's employment, during such term of employment, and (B), with respect to the term of Non-Competition that is after the term of the Executive's employment, on the Date of Termination (all such areas being collectively called the "Geographic Area") (a "Competing Business"), (ii) compete hire, attempt to hire, or contact or solicit with the business respect to hiring any employee of the Company, or (iii) violate the terms divert or take away any customers or suppliers of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after in the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yardGeographic Area. Notwithstanding the foregoing, if the two hundred Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such competing business in any way prohibited by the preceding clause. As used in this Section 9(b), "Company" shall include the Company and any of its subsidiaries. (200c) mile radius extends into another country During the term of Non-Competition, the Executive shall not use the Executive's access to, knowledge of, or its territorial waters application of Confidential Information to perform any duty for any Competing Business; it being understood and agreed to that this paragraph 9(c) shall be in addition to and not be construed as a limitation upon the covenants in paragraph 9(b) hereof. (d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the Company is not then doing goodwill of the Company's proprietary information, plans and services and to protect the other legitimate business in that other country, there will be no territorial limitations extending into such other countryinterests of the Company.

Non-Competition. In exchange for The Executive acknowledges that because of her --------------- position she has had and will have access to extremely confidential information of the consideration described above in Section 5.01Company including trade secret, Employee agrees that during his marketing plans, long term strategic plans, and other information which would cause the Company irreparable harm if it were available or her services were available after termination of her employment with the Company to a competitor of the Company. Therefore, during the period of the Executive's employment under this agreement (including the term of any leave of absence) and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employeeemployment equal to the greater of (x) six months and (y) the number of months of severance for which the Executive shall be eligible (but not more than twelve months), Employee will the Executive shall not, directly or indirectly, either engage or be interested in any business which engages in the United States, or in other geographic areas in which the Company or its subsidiaries have done business, in a business directly competitive with the business of the Company or any of its subsidiaries at such date or as an individualmay be planned at such date. The Executive shall be deemed to be directly or indirectly interested in a business if she is engaged or interested in that business as a stockholder, director, officer, employee, salesman, sales representative, agent, broker, partner, individual proprietor, stockholder (other than as a holder lender, licensor, consultant or otherwise, but not if her interest is limited solely to ownership of up to one percent (1%) 5% or less of the outstanding shares equity or debt securities of any class of a corporation whose shares are listed for trading on a stock national securities exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover over-the-counter market. Nothing in this section shall prohibit the Executive from working for a company in a non-competing area although that Company may in another part of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited its business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the CompanyCompany so long as the Executive shall not be involved or assist in the competitive part of that business. (For example, or (iii) violate the terms of any employment, Executive may work for Conde Nast in non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will competitive areas but may not be unreasonably withheldinvolved in the activities of Wired Magazine. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.)

Non-Competition. In exchange for consideration of the consideration described above in Section 5.01salary paid to you by the Company, Employee agrees you agree that during his employment with the Company term of the Employment and for a period of six year following the termination or expiration of this Agreement (6for whatever reason): (a) months after he is no longer employed you will not approach clients, customers or contacts of the Company or other persons or entities introduced to you in your capacity as a representative of the Company for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Company and such persons and/or entities; (b) unless expressly consented to by the Company (unless his Company, you will not assume employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly with or indirectly, either as an individual, proprietor, stockholder (other than provide services as a holder of up to one percent (1%) director or otherwise for any competitor of the outstanding shares of a corporation whose shares are listed on a stock exchange Company, or traded in accordance with the automated quotation system of the National Association of Securities Dealers)engage, whether as principal, partner, officer, employee licensor or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete competition with the business of the Company and its subsidiaries; and (c) unless expressly consented to by the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, you will not seek directly or indirectly, permit by the offer of alternative employment ofor other inducement whatsoever, contract for services or work to be performed by, or otherwise use, utilize or benefit from solicit the services of any officer, director, employee or any other individual holding a position with of the Company within two (2) years and its subsidiaries employed as at or after the date of termination such termination, or in the year preceding such termination. The provisions provided in Section 10 shall be separate and severable, enforceable independently of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Companyeach other, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date independent of any action taken other provision of this Agreement. The provisions contained in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters Section 10 are considered reasonable by you and the Company is not then doing business but, in the event that other countryany such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, there will such provisions shall apply with such modification as may be no territorial limitations extending into such other countrynecessary to make them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Period and for a period of six two (62) months years after he is no longer employed by the Company end of the Employment Period (unless his employment is terminated after due to a Change in ControlControl Termination with the right to receive payments and benefits under Article IV, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in this Section 5.02(e) 5.02 and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one three (13) year years preceding Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one three (13) year years preceding such termination from whom the Company had solicited business during such one three (13) yearyears; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. . The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country. At any time during the period covered by this Section 5.02, the Employee may provide the Company with a written request, setting forth with particularity any proposed employment, business arrangement and/or other activities in which the Employee proposes to engage, and requesting that the Company state its position as to whether it considers the proposed activities a violation of the covenants set forth in this Section 5.02. The Company shall respond in writing to the request within a reasonable period of time after receipt. For the avoidance of doubt, the Company agrees that the Agreement does not impose any non-competition covenant with respect to termination of employment after expiration of the Agreement.

Non-Competition. In Subject to the “Additional Provisions” Paragraph below, in exchange for the consideration described above Award(s) of Performance-Based Restricted Stock Units to the Grantee, in Section 5.01accordance with the Plan, Employee Memorandum and this Agreement, and any other related agreements, which the Grantee acknowledges and agrees to be reasonable and sufficient compensation for this Non-Competition covenant, and due to the Grantee’s access and exposure to Confidential and Proprietary Information provided to him/her, the Grantee agrees that during his his/her employment with the Company and/or its subsidiaries and continuing thereafter until (i) twelve (12) months following the termination of his/her employment with the Company and/or its subsidiaries for any reason other than Retirement, or (ii) in the event of a termination of employment due to Retirement, the latter of (y) twelve (12) months following the date of termination of his/her employment with the Company and (z) the final Vesting Date, he/she shall not, on behalf of the Grantee him/herself or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise become employed by, render services to or directly or indirectly (whether for compensation or otherwise, and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity) own or hold a period proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this Sub-paragraph 5B, a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted by the Grantee’s employer, during the Grantee’s employment with the Company’s Brazilian subsidiary or any other prior or subsequent employer of the same economic group, or within six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of Grantee’s termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company’s Brazilian subsidiary or any other company of the same economic group, whichever period expires earlier; provided howeverin Brazil or abroad, Employee can seek written consent from the Company to hire an officer, director, employee in or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of Grantee has been involved or concerned to a material extent or, about which the Agreement shall apply is that territory within two hundred Grantee received Confidential Information, at any time during the twelve (20012) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.month

Non-Competition. In exchange for During the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period Term of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete Employment and the noncompete covenants and obligations herein will terminate on the date of termination of Employee)Post-Termination Restricted Period, Employee will Executive shall not, directly or indirectlyindirectly engage in, either have any equity interest in, or manage, provide services to or operate any Person (whether as an individualdirector, proprietorofficer, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)employee, agent, representative, partner, officermember, employee security holder, consultant or otherwise: a. work for, become an employee of, invest in, provide consulting services to or ) that engages in any way engage business, directly or indirectly (through a subsidiary or otherwise), which competes with the Business within the United States of America or any other jurisdiction in which any member of the Company Group engages in business, derives a material portion of its revenues or has demonstrable plans to commence business which activities; provided, that during the Post-Termination Restricted Period (i) is primarily engaged “Business” shall refer only to business activities related to lines of business that the Company Group then-currently engages in the drilling and workover or has demonstrable plans to engage in as of oil and gas xxxxx within the geographical area described in Section 5.02(e) Executive’s termination of employment and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit solely in any orders for geographic areas of operation in which any products or services which member of the Company provided and with regard Group engages in business, derives a material portion of its revenues or has demonstrable plans to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's commence business activities in as of Executive’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, (A) Executive may purchase or otherwise own up to (but not more than) 2.00% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the two hundred Securities Exchange Act of 1934 and (200B) mile radius extends into another country nothing herein shall prevent Executive from directly or its territorial waters indirectly engaging in, having any equity interest in, or managing, providing services to or otherwise operating any Person that primarily engages in an upstream oil and gas business (i.e., the Company is not then doing exploration and production of oil and gas) or a midstream oil and gas business (i.e., gathering, processing, treating, transportation or distribution of oil and gas), in that other country, there will be no territorial limitations extending into each case so long as less than 5% of the revenues of such other countrybusiness are derived from the provision of services or equipment related to contract compression to any third Persons.

Non-Competition. In exchange for By and in consideration of the Company’s entering into this Agreement and the Merger Agreement, and the payments to be made by the Company hereunder, and in further consideration described above in Section 5.01of the Employee’s exposure to the Confidential Information of the Entities, the Employee agrees that the Employee shall not, during his the Employee’s employment with the Company and for thereafter during the Restriction Period (as defined below), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a period stockholder, director, officer, consultant, independent contractor, executive, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of six three percent (63%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 2.2 so long as the Employee does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this Section 2.2, “Restricted Enterprise” shall mean any Person that is engaged, in any geographic area in which the Parent, the Company or any of its or their subsidiaries (the “Company Group”) operates or markets, in any business which is in competition with the business of the Company Group (i) conducted during the preceding twelve (12) months after he is no longer employed by (or following the Company Employee’s termination of employment, the twelve (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on 12) months preceding the date of termination of the Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance ’s employment with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Company) or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes proposed to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit be conducted by any orders for any products or services which member of the Company provided and with regard to which Employee had direct Group in its business plan as in effect at that time (or indirect supervision or control, within one (1) year preceding following the Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business plan as in effect as of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of the Employee’s employment of Employee with the Company). During the Restriction Period, upon request of the Company, the Employee shall notify the Company or within two (2) years after such officerof the Employee’s then-current employment status. For purposes of this Section 2.2, director, employee or individual terminated “Restriction Period” shall mean the period during the Employee’s term of employment with the Company, whichever as well as a period expires earlier; provided however, Employee can seek written consent from of months following the Company to hire an officer, director, employee or individual who has terminated Employee’s termination of employment with the CompanyCompany determined as follows: (a) if the Employee’s termination occurs during the first twelve (12) months following the Closing Date, and Company consent will not there shall be unreasonably withheld. e. The geographical area within which no Restriction Period; (b) if the non-competition obligations and covenants of Employee’s termination occurs during the Agreement second twelve (12) months following the Closing Date, the Restriction Period shall apply is that territory within two hundred be six (2006) miles of months; (ic) any of if the Company's present officesEmployee’s termination occurs during the third twelve (12) months following the Closing Date, the Restriction Period shall be twelve (ii12) any of months; (d) if the Company's present rig yards Employee’s termination occurs during the fourth twelve (12) months following the Closing Date, the Restriction Period shall be eighteen (18) months; and (iiie) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred Employee’s termination occurs forty-eight (20048) mile radius extends into another country or its territorial waters and more months after the Company is not then doing business in that other countryClosing Date, there will the Restriction Period shall be no territorial limitations extending into such other countrytwenty-four (24) months.

Non-Competition. In exchange for the consideration described above in Section 5.01(i) Executive covenants and agrees, Employee agrees that during his employment with the Company and for a period of six one (61) months year after the termination of his employment, voluntarily or involuntarily, that he will not for any reason, directly or indirectly, anywhere in the world: (A) use, work on, develop, or assist others to use, work on or develop Coal Tar Technologies; or (B) use, work on, develop, or assist others to use, work on or develop, information, technologies or processes to which Employee is no longer exposed or which Employee uses, develops or works on after the date of this Agreement while in the employ of the Company (including, but not limited to, information, technologies or processes to which Employee is exposed or which Employee hereafter uses, develops or works on relating to Coal Tar Technologies); or (C) engage in, represent in any way, be connected with, furnish consulting services to, be employed by or have any interest in (whether as owner, partner, servant, agent, employee, consultant, corporate officer, director or stockholder) any entity or person which competes with the Company in connection with Coal Tar Technologies or in connection with any other information, technologies, processes, products, services or business areas to which Employee is exposed or which Employee develops or works on after the date of this Agreement while in the employ of the Company. (ii) In addition to the foregoing covenants and agreements and without limitation of them, Executive further covenants and agrees that, in exchange for the compensation referred to below, for a period of three (3) years after Executive’s employment with the Company is terminated (whether said employment is terminated voluntarily or involuntarily), that he shall not, directly or indirectly engage in, represent in any way, be connected with, furnish consulting services to, be employed by or have any interest in (whether as owner, partner, servant, agent, employee, consultant, corporate officer, director or stockholder) any entity or person which competes with the business of the Company anywhere in the world. For purposes of this Section 6(c)(ii), the business of the Company shall be defined as the development, marketing and sales of all products and services provided by the Company, or formally contemplated by the Company (unless his employment is terminated after a Change in Controlduring Executive’s time of employment. If the Company, in which event there will its sole discretion, desires to enforce the covenant and agreement contained in this Section 6(c)(ii) during the second and third years after Executive’s employment with the Company is terminated, Executive shall be no entitled to receive monthly compensation during such years equal to seventy percent (70%) of Executive’s monthly salary in effect at the time of termination so long as Executive is in compliance with said covenant and agreement; provided, however, that the Company may, in its sole discretion, discontinue such payments at any time during such second or third year. If the Company shall discontinue such payments during the second or third year after Executive’s employment with the Company is terminated, Executive shall, effective upon the cessation of such payments, be released from further compliance with the covenant and agreement set forth in this Section (c)(ii). (iii) Employee specifically acknowledges and agrees that the Coal Tar Technologies and the other information, technologies, processes, products, services or business as referred to above are intended to have application, utility and marketability throughout the world. Employee further acknowledges and agrees to the reasonableness of these covenants not to compete and the noncompete reasonableness of the scope, geographic area and duration of time, which are a part of these covenants. Employee also acknowledges and agrees that the covenants and obligations herein agreements set forth in this Section 6(c) will terminate on the date of not preclude Employee from becoming gainfully employed following termination of Employee), his employment with the Company. (iv) Nothing in this Section 6 shall prohibit Employee will not, directly or indirectly, either as an individual, proprietor, stockholder from (other i) owning less than as a holder of up to one five percent (15%) of the outstanding shares any class of a securities or debt of any corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his entity, whether publicly traded or her employment or position with the Companyprivately held, (ii) compete with serving as a general or limited partner or having a similar ownership interest in any partnership or investment company that owns or controls a competing entity so long as Employee is not actively engaged in the business management of the Company, such competing entity or (iii) violate the terms serving as a director of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit entity which derives less than ten percent (10%) of its sales and income from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldcompeting businesses. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. (a) In exchange for partial consideration of the consideration described above payment of the Cash Purchase Price, as set forth in Section 5.011.2, Employee agrees Seller and Buyer agree that during his employment with the Company and for a period of six five (65) months years after he is no longer employed by the Company Closing (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee“Restricted Period”), Employee will notSeller shall not engage, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged anywhere in the drilling world that designs, manufactures or sells products, which include Clock and workover of oil Timing Generators, Power Management solutions and gas xxxxx within the geographical area described in Section 5.02(e) products incorporating Spread Spectrum Technology for EMI compliance, and (ii) actually competes to a substantial extent with the Company; or b. provideother Mixed-Signal IC Products, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during kind sold by the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business Business as of the CompanyClosing Date, or that are designed to provide solutions for the communications, computing, embedded, industrial and consumer markets (iii“Products”) violate or, without the terms prior written consent of any employment, non-competition or similar agreement with the Company; or d. employBuyer, directly or indirectly, permit own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as a partner, stockholder, consultant or otherwise, any Person that competes with Buyer or the employment ofBusiness in manufacturing, contract producing or supplying Products; provided, however that for services or work to be performed bypurposes of Section 4.9, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any ownership of securities having no more than 20 percent of the Company's present offices, outstanding voting power of any competitor which are listed on any national securities exchange or traded actively in the national over the counter market or (ii) any investments in investment funds or venture funds affiliated with Seller, including Solar Venture Partners, L.P., Alliance Ventures I, Alliance Ventures II, Alliance Ventures III, Alliance Ventures IV and Alliance Ventures V, the portfolio companies of the Company's present rig yards and (iii) any additional location where the Company, as of which funds have been publicly disclosed prior to the date of any action taken hereof, shall not be deemed to be in violation of this Section 4.9 so long as the Person owning such securities or making such investments has no other connection or relationship with such competitor, other than non-competition obligations majority board representation. (b) As a separate and independent covenant, Seller agrees with Buyer that, for a period of five (5) years following the Closing, Seller will not in any way, directly or indirectly, for the purpose of conducting or engaging in any business that manufactures, produces or supplies Products, call upon, solicit, advise or otherwise do, or attempt to do, business with any customers of the Business with whom the Business had any dealings prior to the Closing Date, or take away or interfere or attempt to interfere with any custom, trade, business or patronage of Buyer or the Business, or interfere with or attempt to interfere with any officers, employees, representatives or agents of Buyer or the Business, or induce or attempt to induce any of them to leave the employ of Buyer or violate the terms of their contracts, or any employment arrangements, with Buyer. (c) The Restricted Period shall be extended by the length of any period during which Seller is in breach of the terms of this Section 4.9. (d) Seller acknowledges that the covenants of Seller set forth in this Section 4.9 are an essential element of this Agreement and that, but for the agreement of Seller to comply with these covenants, Buyer would not have entered into this Agreement, . Seller acknowledges that this Section 4.9 constitute independent covenants and shall not be affected by performance or nonperformance of any other provision of this Agreement by Buyer. Seller has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding independently consulted with its counsel and after such consultation agrees that the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters covenants set forth in this Section 4.9 are reasonable and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryproper.

Non-Competition. In exchange for (a) two years thereafter (the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee"OPERATIVE PERIOD"), Employee will notExecutive agrees to refrain, directly or indirectly, either alone or as an individualofficer, proprietoragent, stockholder employee, director, member, manager, stockholder, partner of or investor in any other corporation or other entity (other except as to the acquisition of not more than as a holder of up to one two percent (1%) of the outstanding shares stock of a any corporation whose shares the securities of which are listed traded on a stock regular basis on a recognized securities exchange or traded on a regular basis in accordance over-the-counter markets) from owning, managing, operating or controlling, or participating in the ownership, management, operation or control of, or working for or permitting the use of his name by, any business or activity in any jurisdiction which is at the time competitive with the automated quotation system business of the National Association Company or any of Securities Dealers)its subsidiaries as carried on as of the date hereof and as subsequently developed and derived during Executive's employment with the Employer. In addition to, partnerand not in limitation of, the foregoing, throughout the Operative Period, Executive, alone, or as a member, manager, officer, employee or otherwise:agent of any partnership or limited liability company, or as an officer, agent, employee or director of any corporation, shall not, for himself or for others, solicit or accept business of the nature of that in which the Company or any of its subsidiaries is or shall be engaged of any person or entity who shall have been a supplier, customer or client of the Company or any of its subsidiaries at any time within the two years preceding the effective date of termination of Executive's employment with the Employer. While the restrictions set forth above are considered by the parties to be reasonable in all the circumstances, it is recognized that restrictions of the nature in question may fail for technical reasons unforeseen, and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company or any of its subsidiaries or affiliates but would be valid if part of the wording thereof were deleted or the periods (if any) thereof reduced or the range of activities or areas dealt with thereby reduced in scope, the said restriction shall apply with such modifications as may be necessary to make it valid and effective. a. work for(b) Executive shall not, become an employee ofthroughout the Operative Period, invest inwithout the prior written consent of the Board, provide directly or indirectly offer employment to, or retain as a consultant, or offer consulting services to to, or in any way be employed by, or engage in consulting services with, persons (other than secretarial and clerical personnel) who were employed by the Company or any business which of its subsidiaries within 12 months after the date of the termination of Executive's employment with the Employer. (c) Notwithstanding the foregoing, nothing in this Section 5.2 shall restrict Executive from owning up to 49% of the outstanding capital stock of Yelm Processing, Inc. or acting as a director and officer of Yelm Processing, Inc., provided, that (i) is primarily engaged Yelm Pocessing, Inc. continues to generally engage only in the drilling and workover of oil and gas xxxxx within the geographical area business in which it is presently engaged (as described in Section 5.02(e5.13(c) of the Disclosure Schedule to that certain Stock Purchase Agreement, dated as of the date hereof, among Executive, Xxxxxxxx X. Xxxxxxx and Global Health Sub, Inc.) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services other directly related business activities which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) do not compete with the business of Purchaser and its Affiliates as currently conducted or as it may in the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to future be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Companyconducted, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any Executive devotes substantially all of his business time and energy to the Company's present rig yards performance of his duties under this Agreement during the Term and does not during the Operative Period actively engage in the conduct of business (iiiincluding by making business contacts or referrals or selling efforts) any additional location where the Companyby Yelm Processing, as of the date of any action taken in violation of the non-competition obligations and covenants of the AgreementInc.; PROVIDED, has an officeHOWEVER, a rig yardthat Employer hereby acknowledges that, or definitive plans subject to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters Executive may occasionally make business contacts, referrals and the Company is not then doing business in that other countryselling efforts on behalf of Yelm Processing, there will be no territorial limitations extending into such other country.Inc.

Non-Competition. In exchange for By and in consideration of the Company’s entering into this Agreement and the Merger Agreement, and the payments to be made by the Company hereunder, and in further consideration described above in Section 5.01of the Employee’s exposure to the Confidential Information of the Entities, the Employee agrees that the Employee shall not, during his the Employee’s employment with the Company and for thereafter during the Restriction Period (as defined below), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a period stockholder, director, officer, consultant, independent contractor, executive, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of six three percent (63%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 3.2 so long as the Employee does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this Section 3.2, “Restricted Enterprise” shall mean any Person that is engaged, in any geographic area in which the Parent, the Company or any of its or their subsidiaries (the “Company Group”) operates or markets, in any business which is in competition with the business of the Company Group (i) conducted during the preceding twelve (12) months after he is no longer employed by (or following the Company Employee’s termination of employment, the twelve (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on 12) months preceding the date of termination of the Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance ’s employment with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Company) or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes proposed to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit be conducted by any orders for any products or services which member of the Company provided and with regard to which Employee had direct Group in its business plan as in effect at that time (or indirect supervision or control, within one (1) year preceding following the Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business plan as in effect as of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of the Employee’s employment of Employee with the Company). During the Restriction Period, upon request of the Company, the Employee shall notify the Company or within two (2) years after such officerof the Employee’s then-current employment status. For purposes of this Section 3.2, director, employee or individual terminated “Restriction Period” shall mean the period during the Employee’s term of employment with the Company, whichever as well as a period expires earlier; provided however, Employee can seek written consent from of months following the Company to hire an officer, director, employee or individual who has terminated Employee’s termination of employment with the CompanyCompany determined as follows: (a) if the Employee’s termination occurs during the first twelve (12) months following the Closing Date, and Company consent will not there shall be unreasonably withheld. e. The geographical area within which no Restriction Period; (b) if the non-competition obligations and covenants of Employee’s termination occurs during the Agreement second twelve (12) months following the Closing Date, the Restriction Period shall apply is that territory within two hundred be six (2006) miles of months; (ic) any of if the Company's present officesEmployee’s termination occurs during the third twelve (12) months following the Closing Date, the Restriction Period shall be twelve (ii12) any of months; (d) if the Company's present rig yards Employee’s termination occurs during the fourth twelve (12) months following the Closing Date, the Restriction Period shall be eighteen (18) months; and (iiie) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred Employee’s termination occurs forty-eight (20048) mile radius extends into another country or its territorial waters and more months after the Company is not then doing business in that other countryClosing Date, there will the Restriction Period shall be no territorial limitations extending into such other countrytwenty-four (24) months.

Non-Competition. In exchange for A. The Employee and the consideration Company agree that the Company's activities are of a unique and special nature and that if Employee's services were used in competition with the Company, such use would cause serious and possibly irreparable harm to the Company. Accordingly, Employee agrees to the commitments of noncompetitive activities as described above in Section 5.01, herein: 1. Employee agrees that during his the period of employment with the Company and for a period of six eighteen (618) months after he thereafter if Employee (i) is no longer employed terminated for Cause as provided in Section IV B above, (ii) is terminated by the Company (unless without Cause as provided in Section IVC2 above or as a result of his employment is terminated after disability as provided in Section IVD above and Employee's shares in the Company are repurchased as a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date result of such termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded employment in accordance with the automated quotation system terms of this Agreement, or (iii) voluntarily leaves his employment with the Company, that Employee shall not directly or indirectly: (a) call on, solicit, take away or attempt to take away for the benefit of Employee or of any other person or entity, any customer, supplier or client or prospective customer, supplier or client of Company with whom Employee became acquainted prior to or during employment with Company, or (b) solicit, take away, or attempt to take away, for the benefit of Employee or of any other person or entity, any employee, officer or consultant of the National Association Company. 2. Employee agrees that during the period of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which employment with the Company and for a period of eighteen (18) months thereafter if Employee (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described terminated for Cause as provided in Section 5.02(e) and IV B above, (ii) actually competes to is terminated by the Company without Cause as provided in Section IVC2 above or as a substantial extent result of his disability as provided in Section IVD above and Employee's shares in the Company are repurchased as a result of such termination of employment in accordance with the terms of this Agreement, or (iii) voluntarily leaves his employment with the Company; or b. provide, sellthat Employee shall not directly or indirectly engage, offer to selleither as a consultant, leaseindependent contractor, offer to leaseproprietor, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or controlstockholder, within one (1) year preceding Employee's termination of employmentpartner, to or from any personowner, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to otherwise in any business which (ia) leave his or her employment or position with the Company, (ii) compete engages in any business which competes with the business of the Company as such business is conducted or planned to be conducted as of the date of termination of employment, or (b) calls on, solicits, takes away, sells to, or otherwise deals with any customers, supplier or contact of the Company, or (iiic) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or which otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position competes with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldin Nevada. e. B. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of parties hereto agree that: (i) any the covenants and agreements of Employee contained in Paragraph A of this Section are reasonably necessary to protect the interests of the Company in whose favor said covenants and agreements are imposed in light of the nature of the Company's present offices, business and the professional involvement of Employee in such business; (ii) the restrictions imposed by Paragraph A of this Section are not greater than are necessary for the protection of the Company in light of the substantial harm that the Company will suffer should Employee breach any of the Company's present rig yards and provisions of said covenants or agreements; (iii) the covenants and agreements of Employee contained in Paragraph A of this Section have been independently negotiated between the parties hereto and serve as a material inducement for certain investors to invest in the Company; (iv) the periods of restriction and restricted area referred to in Paragraph A of this Section are fair and reasonable in that they are reasonably required for the protection of the Company; and (v) the nature, kind and character of the activities Employee is prohibited to engage in are reasonable and necessary to protect the Company in that the Company will rely on Employee for many important aspects of its business. C. Employee acknowledges that a breach by him of any additional location where part of Paragraph A of this Section will result in irreparable and continuing damage to the Company and any breach or threatened breach of the covenants provided in Paragraph A of this Section shall be subject to specific performance by temporary as well as permanent injunction or any other equitable remedies of any court of competent jurisdiction. D. The covenants and agreements on the part of Employee contained in Paragraph A of this Section shall be construed as agreements independent of any other agreement between Employee and the Company. The existence of any claim or cause of action of Employee against the Company, as whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of each of such covenants and agreements or otherwise affect the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans remedies to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and which the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryentitled hereunder.

Non-Competition. (a) In exchange for order that the consideration described above in Section 5.01, Employee agrees that during his employment with Buyer Parties may have and enjoy the Company and for a period full benefit of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete Business and the noncompete covenants Purchased Assets and obligations herein will terminate on as an inducement to the date of termination of EmployeeBuyer Parties to enter into this Agreement and the other Transaction Documents (without which inducement the Buyer Parties would not have entered into such agreements), Employee will notfrom the Closing Date until the fifth anniversary thereof (the “Restricted Period”), each Seller agrees not to, and agrees to cause each of its Affiliates not to, directly or indirectly, either as an individualin the United States or elsewhere, proprietor, stockholder on such Person’s own behalf or on the behalf of another (other than including as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)shareholder, member, partner, officerjoint venturer or investor of another Person): (i) engage in, employee control, advise, manage, serve as a director, officer or otherwise: a. work for, become an employee of, invest in, provide consulting services act as a consultant to or contractor or other agent for, receive any economic benefit from or exert any influence upon, any business that develops, commercializes, manufactures, markets, distributes or sells Wound Care products (including any business that markets products that compete with the Products) (the “Restricted Business”); (ii) invest or own any interest publicly or privately in any way engage in any business which (i) is primarily Person engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the CompanyRestricted Business; or b. provide(iii) hire, sellemploy, offer to sell, lease, offer to leaseengage or solicit for employment or services (either on a full time or part time basis, or solicit in a consultancy or other non-employee role) any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel Service Provider or encourage or induce any officer, director, employee or other such individual to (i) leave his or her employment or position consultancy relationship with any Buyer Party or any of its Affiliates; provided that a Seller may hire, employ or engage any Service Provider whose employment has been terminated by the Company, applicable Buyer Party. (b) The restrictions imposed by Section 6.08(a)(i) and (ii) compete shall not apply to: (i) for so long as Sellers and their Affiliates do not, either individually or collectively, directly or indirectly control (whether through majority ownership of voting securities, majority representation on the board of directors or other analogous governing body or otherwise having the ability to direct the operations of such Person by contract or otherwise) *** or any successor thereto, participating in the activities and operations of *** and any successor thereto (including ownership of equity interests in, or service as, or the designation of persons to serve as, directors of, *** and its subsidiaries and any successors thereto by any Seller or its Affiliates); (ii) the ownership of capital stock or other equity interests by a Seller of any Person whose securities are listed on a national securities exchange so long as (A) such Seller, together with the business its Affiliates, and any member of a group in which such Seller or any of its Affiliates is a party, do not own more than 5% of the Company, outstanding voting power of such Person and (B) such capital stock or other equity interests of such Person are held solely as a passive investment; (iii) violate the terms fulfillment by any Seller or any of any employment, non-competition or similar agreement with its Affiliates of its obligations under the CompanyTransition Services Agreement; or d. employ(iv) the performance by *** or its subsidiaries of contract development work for third parties, directly either (A) outside of the field of Wound Care or indirectly(B) solely with respect to products and technologies involving large molecules in plant cell fermentation within the field of Wound Care, permit and specifically excluding ***. (c) Each Seller (on its own behalf and on behalf of its Affiliates) acknowledges that the employment ofrestrictions contained in this Section 6.08 are reasonable and necessary to protect the legitimate interests of the Buyer Parties and constitute a material inducement to the Buyer Parties to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. Each Seller (on its own behalf and on behalf of its Affiliates) acknowledges that any violation of this Section 6.08 shall result in irreparable injury to the Buyer Parties and agrees that the Buyer Parties shall be entitled to seek *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. specific performance of this Section 6.08 pursuant to Section 14.13. Without limiting the generality of the foregoing, contract the Restricted Period applicable to any Seller and its Affiliates shall be extended for services an additional period equal to any period during which such Seller or work any of its Affiliates is found by a court of competent jurisdiction to be performed byin breach of the obligations under this Section 6.08. (d) If any provision contained in this Section 6.08 shall for any reason be held invalid, illegal or otherwise useunenforceable in any respect, utilize such invalidity, illegality or benefit from the services of any officer, director, employee or unenforceability shall not affect any other individual holding a position with provisions of this Section 6.08, but this Section 6.08 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants intention of the Agreement shall apply is parties that territory within two hundred (200) miles of (i) if any of the Company's present offices, (ii) any restrictions or covenants contained in this Section 6.08 is held to cover a geographic area or to be for a length of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yardtime that is not permitted by Applicable Law, or definitive plans in any way construed to locate an office be too broad or to any extent invalid, such provision shall (to the maximum extent permitted by Applicable Law) not be construed to be null, void and of no effect, but instead shall be construed and interpreted or reformed to provide for a rig yard. Notwithstanding covenant having the foregoingmaximum enforceable geographic area, if the two hundred time period and other provisions (200not greater than those contained herein) mile radius extends into another country or its territorial waters as shall be valid and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryenforceable under Applicable Law.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for (a) For a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the Closing Date, SEE shall not, and shall cause its Affiliates not to, directly or indirectly, in any country in which the Diversey Business is conducted as of the date of termination this Agreement and immediately prior to the Closing, engage in, own an interest in, or manage or operate a business that is competitive to the Diversey Business, as it is conducted as of employment the date of Employee with this Agreement and immediately prior to the Company or within two Closing (2) years after such officercollectively, directorthe “Seller Prohibited Activities”); provided, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from that the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will Seller Prohibited Activities shall not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of include (i) any the development, manufacturing, marketing, distribution, or sale of chemicals used for direct contact with food immediately prior to the Company's present officesfood’s being placed in packaging materials (excluding, for the avoidance of doubt, chemicals used for food-related equipment), (ii) any of the Company's present rig yards and services to create or improve operational efficiencies in labor or yield or in situations involving packaging or packaging equipment, (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yardtraining services relating to clause (i) or clause (ii) above, or definitive plans (iv) any training services relating to locate an office food safety provided to any customer purchasing goods or a rig yard. other services from SEE or any of its Affiliates. (b) Notwithstanding the foregoing, the Buyer acknowledges and agrees that SEE and its Affiliates shall not be deemed to have violated the restrictions contained in Section 5.29(a) in the event that SEE or any of its Affiliates acquires or invests in: (i) any Person, or the assets thereof, if less than five percent (5%) of the gross revenues, assets, or income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are related to or were derived from any Seller Prohibited Activities; (ii) any Person, or the assets thereof, if five percent (5%) or more of the gross revenues, assets, or income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) were derived from any Seller Prohibited Activities; provided that SEE and its Affiliates use reasonable best efforts to divest themselves, within twelve (12) months of such acquisition, of the assets or operations so acquired that constitute five percent (5%) or more of the gross revenues, assets, or income of such Person or assets; (iii) securities representing not more than two hundred percent (2002%) mile radius extends into another country of the outstanding voting power of any Person; or (iv) any equity interest in any Person through any employee benefit plan of SEE or its territorial waters Subsidiaries. (c) Buyer further acknowledges and agrees that, notwithstanding the Company foregoing, none of SEE, its Affiliates, or any acquiring or surviving entity of a merger or consolidation shall be deemed to have violated the restrictions contained in Section 5.29(a) in the event that SEE or any of its Affiliates is acquired, directly or indirectly, by any Person engaged, directly or indirectly, prior to the date of such acquisition, in any Seller Prohibited Activities (it being understood and agreed that, in the case of an acquisition, merger, or other business combination with any such Person, SEE or any Affiliate thereof shall be deemed “acquired” only in the event that, following such acquisition, merger, or other business combination, fifty percent (50%) or more of the outstanding voting stock of the acquired, surviving, or combined entity is owned, directly or indirectly, by Persons other than the stockholders of SEE or their respective Affiliates immediately prior to such acquisition, merger, or other business combination). (d) Buyer and SEE agree that, notwithstanding anything to the contrary in this Section 5.29, the provisions of this Section 5.29 shall not then doing business prohibit SEE or any of its Affiliates from operating or conducting any of their respective businesses or the Excluded Businesses, performing under any Related Agreement, or owning or operating any Excluded Asset in each case consistent with the terms and conditions of this Agreement. It is the desire and intent of the parties hereto that other countrythe provisions of this Section 5.29 shall be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 5.29 shall be adjudicated to be invalid or unenforceable, there will this Section 5.29 shall be no territorial limitations extending into deemed amended to delete therefrom such other countryprovision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this Section 5.29 in the particular jurisdiction in which such adjudication is made.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company term hereof and for a period of six two years following termination of Employee's employment hereunder (6but the provisions of subsection (c) months below shall not apply to Employee after he is no longer employed termination of his employment if the termination was by Employer without Cause or by Employee for Good Reason): (a) Employee will not directly or indirectly, individually or as a partner, employee, stockholder, consultant, agent, officer, director, advisor or in any other capacity, solicit any of the customers of Employer or its subsidiaries (collectively, the "Company") for the purpose of selling any service or product similar to those provided by the Company, or in any manner attempt to induce any of the Company's customers or suppliers to withdraw, reduce or divert any of their business from the Company or otherwise interfere or attempt to interfere with any business relationship between the Company and its customers or suppliers; provided, however, that Employer recognizes that Employee possesses general management and management consulting skills and agrees that the exercise of such skills are not proscribed by this paragraph 7(a). For the purposes of this paragraph 7(a), customers shall mean any client, account or customer of the Company that has transacted any business with or been contacted by the Company during the last twenty-four (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and 24) months of the noncompete covenants and obligations herein will terminate on the date of termination term of Employee), 's employment. (b) Employee will not, not in any manner induce or attempt to induce any of the Company's employees to leave the employment of the Company to become associated with any business operation selling any service or product similar to those provided by the Company. (c) Employee will not directly or indirectly, either as an individualprincipal, proprietoragent, stockholder manager, employee, owner (other than as a holder if the percentage of up to ownership exceeds one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system net worth of the National Association of Securities Dealersbusiness), partnerpartner (general or limited), director, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to consultant or in any way engage other capacity, participate in any business which (i) is primarily operation engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes a business selling any service or product similar to a substantial extent with those provided by the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx wells within the geographical area described in describxx xx Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for (a) Each Founder covenants that, until the consideration described above in Section 5.01earlier of (i) the date on which such Founder ceases to own, Employee agrees that during his employment with directly or indirectly, any Units, or (ii) the Company and for a period second anniversary of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employeethe Founder’s employment or other service relationship with the Company (or any Subsidiary), Employee will such Founder shall not, and shall cause its respective Affiliates not to, directly or indirectly, either as an individualin any capacity, proprietorengage in or have any direct or indirect ownership interest in, stockholder (other than as a holder ownership of up to one percent (1%) or less of the outstanding shares equity of a corporation whose shares are listed on a stock exchange publicly-traded company, or traded permit its name to be used in accordance with connection with, any business anywhere in the automated quotation system world which is engaged, either directly or indirectly, in (A) the Business or any other business being conducted by the Company or any Subsidiary or (B) any other business, product or service of the National Association Company (or any Subsidiary) that is in the process of Securities Dealersbeing formed or is the subject of a then current strategic plan or reflected in the then current annual budget or under active discussion by the Board of Directors and with respect to which such Founder is actively engaged or has learned or received confidential information, in the case of (A) or (B), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which as of the earlier of (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and date on which such Founder ceases to own, directly or indirectly, any Units, or (ii) actually competes to a substantial extent the date of termination of the Founder’s employment or other service relationship with the Company; orCompany (or any Subsidiary) (the “Restricted Business”). Each Founder acknowledges and agrees that the Restricted Business is conducted worldwide and that more narrow geographical limitations of any nature on this non-competition covenant (and the covenant set forth in Section 11.01(b)) are therefore not appropriate. b. provide(b) Each Founder covenants that, sell, offer to sell, lease, offer to lease, until the second anniversary of the date of termination of the Founder’s employment or solicit any orders for any products or services which other service relationship with the Company provided (or any Subsidiary), such Founder shall not (and with regard to which Employee had direct or indirect supervision or controlshall cause its respective Affiliates not to), (A) hire any Person who then is or, within one the previous six (16) year preceding Employee's termination months was, an employee, contractor, service provider or consultant of employmentthe Company, to or from any person, firm or entity which was a Customer for such products or services Subsidiary of the Company during or their respective Affiliates, solicit the one (1) year preceding employment or engagement of services of any such termination Person, or persuade, induce or attempt to persuade or induce any such Person to leave his, her or its employment or to refrain from whom providing services to the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business Subsidiary of the Company, or (iiiB) violate the terms of any employment, non-competition solicit or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed byinduce, or otherwise usein any manner attempt to solicit or induce, utilize or benefit from the services of any officer, director, employee cause or authorize any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee Person to solicit or induce any Person to cease, diminish or not commence doing business with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any Subsidiary of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if general advertisements or solicitations not specifically targeting, and not made with the two hundred (200) mile radius extends into another country intent to target, employees, contractors, service providers or its territorial waters and consultants of the Company, any Subsidiary of the Company is or their respective Affiliates will not then doing business in that other country, there will be no territorial limitations extending into such other countrydeemed a violation of this Section 11.01(b).

Non-Competition. In exchange for During the consideration described above in Section 5.01period during which Xxxxxx serves as a director of the Company, Employee agrees that during his employment Xxxxxx shall not, except with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will notCompany's express prior written consent, directly or indirectly, either in any capacity, for the benefit of any Person: (a) Communicate with or solicit any Person who is or during such period becomes a customer, supplier, employee, salesman, agent or representative of the Company, in any manner which is intended to interfere with such Person's relationship with the Company, or, which is intended to obtain such Person as an individuala customer, proprietorsupplier, stockholder employee, salesman, agent or representative of any business in competition with the Company within ten (10) miles of any healthcare facility owned, leased or operated by the Company; (b) Establish, engage, own, manage, operate, join or control or participate in the establishment, ownership (other than as a holder the owner of up to one less than five percent (15%) of the outstanding shares stock of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealerspublicly traded), partnermanagement, operation or control of, or be a director, trustee, officer, employee employee, salesman, agent or otherwise: a. work for, become an employee representative of, invest inor be a consultant to, provide consulting services to or in any way engage Person in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position competition with the Company, at any location within ten (ii10) compete with the business of the Company, or (iii) violate the terms miles of any employmenthealthcare facility owned, non-competition leased or similar agreement with operated by the Company; or d. employprovided, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire that any activity engaged in by Xxxxxx as an officer, directordirector or employee of, employee or individual who has terminated employment with the Companyany interest of Xxxxxx as a stockholder in Integrated Health Services, and Company consent will Inc. shall not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the limited in any way by this Agreement; and, provided, further, that nothing in this Agreement shall apply is require Xxxxxx to terminate any investment or contractual relationship which did not constitute a breach of this Agreement at the time that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, such investment or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends relationship was first entered into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryby Xxxxxx.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six one (61) months year after he is no longer employed by the Company (unless his employment is terminated after a Change in ControlControl with the right to payments and benefits under Article IV, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx wxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange (a) As consideration in part for the consideration described above grant of the Options, Optionee agrees that, for a period commencing on the date hereof and ending one year after the termination of his employment with the Company for any reason, Optionee shall not, anywhere in Section 5.01North America, Employee agrees that directly or indirectly: (i) solicit or attempt to solicit business of any customers of the Company (including prospective customers solicited by the Company) for products or services the same or similar to those offered, sold, produced or under development by the Company during the term of this employment therewith or dealt in by Optionee during his employment with the Company; (ii) otherwise divert or attempt to divert from the Company any business whatsoever; (iii) solicit or attempt to solicit for any business endeavor any employee of the Company; (iv) interfere with any employment relationship or other business relationship between the Company and for a period any other individual, person, or other entity; (v) use the name of six (6) months after he is no longer employed by the Company or a name similar thereto; or (unless his vi) render any services as an officer, director, employee, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person which is engaged in activities which, if performed by an Optionee would violate this Section 16. (b) Optionee agrees that during the term of Optionee's employment is terminated after a Change in Controlwith the Company, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee Optionee will not, anywhere in North America, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee independent contractor or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any activity for or on behalf of any person or entity in a competitive line of business which (i) is primarily engaged to that carried on by the Company, or engage in any manner in the drilling and workover design, development, manufacturing, assembling, installing and/or marketing of oil and gas xxxxx within rechargeable lithium battery technology or other technology competitive with the geographical area described business carried on by the Company or dealt in Section 5.02(e) and (ii) actually competes to a substantial extent by Optionee during his or her employment with the Company; or. b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders (c) If during the one year period commencing on the termination of Optionee's employment with the Company for any products reason, Optionee, directly or services which the Company provided and with regard to which Employee had direct indirectly engages, anywhere in North America, as an independent contractor or indirect supervision otherwise, in any activity for or control, within one (1) year preceding Employee's termination on behalf of employment, to or from any person, firm person or entity which was in a Customer for such products or services competitive line of business to that carried on by the Company during the one (1) year preceding such termination from whom term of Optionee's employment therewith, or engages in any manner in the Company had solicited business during such one (1) year; or c. solicitdesign, aiddevelopment, counsel or encourage any officermanufacturing, directorassembling, employee installing, and/or marketing of rechargeable lithium battery technology or other individual to (i) leave his or her employment or position with the Company, (ii) compete technology competitive with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with carried on by the Company within two (2) years after during the date term of termination of Optionee's employment of Employee with the Company therewith or within two (2) years after such officer, director, employee or individual terminated dealt in by Optionee during Optionee's employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which all the non-competition obligations exercised vested and covenants unvested options held by Optionee shall terminate immediately, notwithstanding any other provisions to the contrary contained herein. (d) The provisions contained in paragraphs (b) and (c) of this Section 16 shall not prevent Optionee from purchasing or owning up to five percent (5%) of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date voting securities of any action taken in violation corporation, the securities of the nonwhich are publicly-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countrytraded.

Non-Competition. In exchange The Executive acknowledges and agrees that the consideration for the consideration described above following covenants is the Company’s agreement to provide Severance (as defined in Section 5.0110 below) in the event of the Executive’s termination without Cause (other than as a result of the death or Disability of the Executive) or by the Executive for Good Reason. The Executive agrees that, Employee agrees that during his the Executive’s employment with the Company and for a period one year thereafter, irrespective of six (6) months after he is no longer employed by whether the Company (unless his employment Executive resigns or is terminated after a Change in Controleither with or without Cause, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee Executive will not, directly or indirectly, either individually or as a consultant to, or an individualemployee, proprietorofficer, director, manager, stockholder (other than except as a holder of up to stockholder owning less than one percent (1%) of the outstanding shares of a corporation whose shares are listed traded on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealersnational securities exchange), partner, officermember, employee or otherwiseother owner or participant in any business entity other than the Company: a. work for(a) carry on, become an employee of, invest participate in, provide consulting services to or in any way engage in any business which (i) is primarily engaged that competes directly with the Business of the Company in the drilling United States or Canada. For purposes of this Agreement, the term “Business of the Company” means the research, development or commercialization of virus-like particle vaccines for prophylactic and workover of oil therapeutic use in both humans and gas xxxxx animals; (b) solicit, employ, hire, endeavor to entice away from the Company, or offer employment or any consulting arrangement to, any person or entity who is, or was within the geographical area described in Section 5.02(e) and (ii) actually competes to one-year period immediately prior thereto, employed by, or a substantial extent with consultant to, the Company; or b. provide, sell, offer (c) solicit or endeavor to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or entice away from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Companyany person or entity who is, or (iii) violate was within the terms of any employmentone-year period immediately prior thereto, non-competition a customer or similar agreement client of, supplier to, or other party having material business relations with the Company; or d. employprovided, directly or indirectlyhowever; that if the Executive is terminated for Cause under clause (v) of the definition of Cause hereunder (i.e. failure to meet performance expectations of the Board), permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants requirement of the Agreement this Section 7 shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryapply.

Non-Competition. In exchange (a) Subject to the provisions of paragraph (b) hereof, Executive agrees that, for the consideration described above in Section 5.01, Employee agrees that during period commencing on the date hereof and ending two years after the termination of his employment with the Company and for a period of six (6) months after any reason, he is no longer employed by shall not, in any country in the world in which the Company then engages in the Business (unless his employment is terminated after or in such lesser area or for such lesser period as may be determined by a Change in Control, in which event there will court of competent jurisdiction to be no covenant not to compete and the noncompete covenants and obligations herein will terminate a reasonable limitation on the date competitive activity of termination of EmployeeExecutive), Employee will not, directly or indirectly: (i) engage, either as an individualemployee, proprietorofficer, stockholder independent contractor or in any other capacity, in any activity for or on behalf of any person or entity (other than as the Company) in a holder line of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance business competitive with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Business or otherwise: a. work for, become an employee of, invest in, provide consulting services to any aspect thereof or in any way engage in any business which (i) is primarily engaged manner in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and Business; (ii) actually competes to a substantial extent with except for the benefit of the Company; or b. provide, sell, offer solicit or attempt to sell, lease, offer to leasesolicit business of entities who were providers for, or solicit customers of, the Company at any orders time within the prior two years (including prospective providers or customers solicited by the Company) for any products or services which the Company provided and with regard same or similar to which Employee had direct those offered, sold, produced or indirect supervision under development by the Company, or controldealt in by Executive, within one during his employment therewith; (1iii) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position interfere with the Company, (ii) compete with the business of Business or the conduct thereof by the Company, or otherwise divert or attempt to divert from the Company any business whatsoever; (iiiiv) violate the terms hire, solicit or attempt to solicit for participation or employment in any business endeavor any employee of any employment, non-competition or similar agreement with the Company; (v) use the name of the Company or any name used by the Company, or any name similar to any thereof, whether or not registered; or d. employ, directly or indirectly, permit the employment of, contract for (vi) render any services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire as an officer, director, employee employee, partner, consultant or individual who has terminated employment with otherwise to, or have any interest as a member, stockholder, partner, lender or otherwise in, any person or entity that is engaged in activities which, if performed by Executive, would violate this Section 7. The foregoing shall not prevent Executive from purchasing up to five percent of the voting securities of any other entity, the securities of which are publicly-traded, during the time which the Executive is actively employed by the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which (b) In the nonevent Executive's employment is terminated under the circumstances contemplated by paragraphs (c) or (d) of Section 5, the obligations of Executive set forth under this Section 7 shall only continue in effect so long as the Company continues to pay to Executive his Base Salary (in the intervals set forth in Section 3(a)) during the one-year period following termination of such employment. (c) Executive agrees that the restrictions on competition obligations set forth in this Section 7 are reasonable and covenants are properly required for the adequate protection of the Agreement shall apply is that territory within two hundred (200) miles of (i) any Business of the Company's present offices. Executive represents that his experience, (ii) any capabilities and circumstances are such that the provisions of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has this Section 7 will not prevent him from earning an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryappropriate livelihood.

Non-Competition. (A) In exchange for view of the unique and valuable services it is expected you will render to Worldwide, and in consideration described above in Section 5.01of the compensation to be received hereunder, Employee agrees you agree (i) that you will not, during his employment the Term or any Extension Period Participate In (as defined below) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the Company business or profession of any of the Companies, and (ii) for a period of six (6) months after he you cease to be engaged by Worldwide under this Agreement, you will not compete with or be engaged in the same business as or Participate In any other business or organization which during such one year period competes with or is no longer employed engaged in the same business as any of the Companies with respect to any product or service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the time of such cessation except that in each case the provisions of this Section 8 will not be deemed breached merely because you own not more than 2% of the outstanding common stock of a company, if, at the time of its acquisition by you, such stock is listed on a national securities exchange, is reported on Nasdaq, or is regularly traded in the Company over-the-counter market by a member of a national securities exchange. (unless his employment is terminated after a Change B) As used in Controlthis Agreement, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, term "Participate In" shall mean: "directly or indirectly, either as an individualfor his own benefit or for, proprietorwith, stockholder (or through any other than person, firm, or company, own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)director, officer, employee, partner, officerconsultant, employee or otherwise: a. work foragent, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed byindependent contractor, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yardwith, or definitive plans to locate an office or a rig yard. Notwithstanding acquiesce in the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryuse of his name in."

Non-Competition. In exchange for Employee acknowledges and understands that, Employee’s position with the consideration described above in Section 5.01, Company affords Employee extensive access to Confidential Information of the Company. Employee therefore agrees that during his the course of Employee’s employment with the Company and for a period of six (6) months after he is no longer employed termination of Employee’s employment with the Company by the Company for Cause or by Employee without Good Reason (unless his employment is terminated after a Change in Controlcollectively, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee“Restricted Period”), Employee will notshall not anywhere within the United States of America or any other country in which the Company then conducts or actively works to conduct business, either directly or indirectly, either as an individualowner, proprietorstockholder, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)member, partner, joint venturer, officer, employee consultant, independent contractor, agent or otherwise: a. work forexecutive, become an employee engage in or perform any services in a capacity that is substantially similar to that which Employee performed for the Company, for or on behalf of, invest in, provide consulting services any business or other enterprise which is engaged in or is seeking to or in any way engage in a Competitive Business. As used in this Agreement, “Competitive Business” shall mean any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. providebusiness, sellenterprise, offer to sell, lease, offer to lease, entity or solicit any orders for any person providing products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, that are substantially similar to or from any person, firm or entity which was a Customer that may be used in substitution for such those products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicitdeveloped, aidmarketed, counsel or encourage any officerotherwise provided by, directoror actively being developed, employee marketed, or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of otherwise provided by the Company, or (iii) violate the terms of any employmentits parents, nonsubsidiaries or affiliates, provided that a Competitive Business shall not include a multi-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after strategy fund that invests in consumer credit so long as such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will investments do not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants represent greater than 25% of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yardfund’s assets. Notwithstanding the foregoing, if nothing in this Agreement shall limit Employee’s ability to serve on a listed company board after the two hundred (200termination of his employment, or to continue to serve on the board(s) mile radius extends into another country on which he serves during or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryafter his employment.

Non-Competition. In exchange for Subject to the consideration described above second paragraph of this Section 4, in Section 5.01order to protect, in general and among other things, KRA’s interest in and its relationships with its Clients and Potential Clients, and KRA’s Confidential Information, goodwill and investment in its employees, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer that, both while employed by KRA and during the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate 24 month period starting on the date of termination of Employee)last day on which Employee is employed by KRA, Employee will (other than for or on behalf of KRA) shall not, directly or indirectly, either as an individualfor Employee and/or for, proprietoron behalf of and/or in conjunction with any other Person: (a) perform, stockholder provide or assist with any services, deliverables and/or other work on, under or pursuant to any contract and/or other agreement within the scope of KRA’s Business with any Client or Potential Client (other than as a holder of up or offer or agree to one percent do so); (1%b) of the outstanding shares of a corporation whose shares are listed on a stock exchange form, join, participate in, contribute to, assist, be employed by or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. otherwise work for, become an employee of, invest and/or be named in, provide consulting services any team or group of Persons who are preparing to submit and/or submit any bid, offer and/or other proposal for any contract and/or agreement within the scope of KRA’s Business with any Client or Potential Client (including in response to any way engage in request for proposals, any re-bid of any contract, arrangement and/or other agreement to which KRA is a party or a subcontractor, and/or any expansion of the scope and/or term of any contract, arrangement and/or other agreement to which KRA is a party or a subcontractor) (or offer or agree to do so); and/or (c) otherwise divert or take away, or attempt to otherwise divert or take away, from KRA any business which or business opportunity that is both within the scope of KRA’s Business and with any Client and/or Potential Client. Notwithstanding the first paragraph of this Section 4: (a) after Employee’s employment by KRA has expired or terminated, Employee is not prohibited by this Section 4 from working in the same industry as KRA provided that the duties performed by Employee for Employee’s new employer (or for Employee, if Employee is self-employed) do not compete with KRA’s Business; and (b) if (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Employee, while employed by KRA, has not breached or otherwise violated this Agreement (including this Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company4), (ii) compete with Employee, during the business of 24 month period starting on the Companylast day on which Employee is employed by KRA, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, has not breached or otherwise useviolated any provision of this Agreement applicable to Employee during said 24 month period (excluding this Section 4), utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) KRA has not terminated Employee as an employee of KRA for cause, then Employee may, at any additional location where time after Employee ceases to be employed by KRA, perform, provide or assist with any services, deliverables and/or other work on, under or pursuant to any contract, arrangement and/or other agreement as to which KRA was formerly a party or formerly a subcontractor, including any re-bid thereof (i.e., contracts lost by KRA), all without breaching or otherwise violating this Section 4. Employee agrees that the Companyprovisions of this Agreement relative to the duration, as geographical area and scope of the date covenants set forth in Sections 3 and 4 are reasonable and will not prevent Employee from earning a livelihood if they are enforced. If any court of competent jurisdiction should determine that the duration, geographical area and/or scope of any action taken in violation or all of said covenants exceeds the maximum duration, geographical area and/or scope which said court deems reasonable and enforceable, and/or are arbitrary or against public policy, it is the intention of the non-competition obligations and parties that the covenants not be deemed illegal, invalid and/or unenforceable, but rather that the duration, geographical area and/or scope of the Agreementcovenants shall be deemed those which the court deems the maximum enforceable restrictions. In the event that any part of any or all of the covenants set forth in Sections 3 and/or 4 shall be held illegal, has an officeinvalid or unenforceable, a rig yardthe remaining parts shall nevertheless continue to be valid and enforceable as though the illegal, invalid or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is unenforceable parts had not then doing business in that other country, there will be no territorial limitations extending into such other countrybeen included herein.

Non-Competition. In exchange for The Executive acknowledges that the consideration described above services to be rendered by him to the Company (which, as used in this Section 5.01, Employee agrees that during his employment with 11 shall be deemed to include the Company and each of its subsidiaries) are of a special and unique character. In consideration of his employment hereunder, the Executive agrees, for the benefit of the Company, that he will not, during the term of this Agreement and (except in a period of six case where the Executive's employment is terminated (6x) months after he is no longer employed by the Company other than for Cause, (unless his employment is terminated after y) by the Executive for Good Reason, or (z) by the Executive or the Company for any or no reason following the occurrence of a Change in Control, in which event there will be no covenant not to compete and ) thereafter until the noncompete covenants and obligations herein will terminate expiration of a period of twelve (12) months commencing on the date of termination of Employee), Employee will nothis employment with the Company (a) engage, directly or indirectly, either whether as an individualprincipal, proprietoragent, stockholder distributor, representative, consultant, employee, partner, stockholder, limited partner or other investor (other than as a holder an investment of up to one not more than (i) five percent (15%) of the outstanding shares stock or equity of a any corporation whose shares are listed on a the capital stock exchange of which is publicly traded or traded (ii) five percent (5%) of the ownership interest of any limited partnership or other entity) or otherwise, within the United States of America, in accordance any apparel business which is competitive with the automated quotation system business now, or at any time during the term of this Agreement, conducted by the National Association of Securities Dealers)Company, partner, (b) solicit or entice to endeavor to solicit or entice away from the Company any person who was an officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business sales representative of the Company, either for his own account or (iii) violate for any individual, firm or corporation, whether or not such person would commit any breach of his contract of employment by reason of leaving the terms service of any employment, non-competition or similar agreement with the Company; or d. , and the Executive agrees not to employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any person who was an officer, director, employee or any other individual holding a position with the Company within two (2) years after the date sales representative of termination of employment of Employee with the Company or within two who by reason of such position at any time is or may be likely to be in possession of any confidential information or trade secrets relating to the businesses or products of the Company; provided, however, that nothing herein shall be deemed to restrict or prohibit the solicitation and hiring of any individual who responds to general solicitation or advertising of employment which is not specifically directed or targeted to employees of the Company or its subsidiaries, or (2c) years after such officer, director, employee solicit or individual terminated employment with entice or endeavor to solicit or entice away from the Company any customer or prospective customer of the Company, whichever period expires earlier; provided howevereither for his own account or for any individual, Employee can seek written consent from firm or corporation with respect to the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any business of the Company's present offices. In addition, (ii) the Executive shall not, at any time during the term of this Agreement or at any time thereafter, engage in the business which uses as its name, in whole or in part, Donnkenny, Xxxxx Classics or any other tradename or trademark or corporate name used by Donnkenny, the Company or any of their subsidiaries during the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryEmployment Term.

Non-Competition. In exchange for By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration described above in Section 5.01of the Executive’s exposure to the Confidential Information of the Company and its affiliates, Employee the Executive agrees that the Executive shall not, during his the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of six twenty-four (624) months after he is no longer employed by thereafter (the “Restriction Period”), directly or indirectly (other than in connection with carrying out his responsibilities for the Company and its affiliates), own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (unless his employment as defined below); provided, that in no event shall ownership of three percent (3%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is terminated after a Change actively engaged in Control, any geographic area in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on Company or any of its subsidiaries operates or markets in any business which is in material competition with the business of the Company or any of its subsidiaries (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance Executive’s employment with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Company) or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes proposed to a substantial extent with be conducted by the Company or any of its subsidiaries in the Company; or b. provide, sell, offer to sell, lease, offer to lease, ’s business plan as in effect at that time (or solicit any orders for any products or services which following the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's Executive’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business plan as in effect as of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Executive’s employment with the Company). During the Restriction Period, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with upon request of the Company, and the Executive shall notify the Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the nonExecutive’s then-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countrycurrent employment status.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six twelve (612) months after he is no longer employed by the Company (unless his employment is terminated after a Change in ControlControl with the right to receive payments and benefits under Article IV, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in this Section 5.02(e) 5.02 and (ii) actually competes to a substantial extent with the Company; provided, however, that Employee may request that the Company waive the restrictions of this Section 5.02(a) such that Employee may perform consulting services, which request and waiver the Company may consider in its sole discretion; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's ’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. . The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no territorial limitations extending into such other country.

Non-Competition. In exchange for (a) Each of the consideration described above in Section 5.01Sellers agrees and covenants that, Employee agrees that during his employment with the Company from and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date hereof, each such Seller and its affiliates shall not, prior to the third anniversary of termination the Closing Date, without the prior written consent of Employee), Employee will notBuyer, directly or indirectlyindirectly (i) induce, either solicit or encourage or attempt to induce, solicit or encourage (or induce, solicit or encourage any other person to induce, solicit or encourage or attempt to induce, solicit or encourage) any customers, clients or other persons who have relationships with the Business to terminate or otherwise adversely modify their relationship with, or to conduct business with any competitor of, the Business or (ii) whether or not for compensation, participate in or become associated with any person or entity, whether as an individuala principal, proprietorpartner, stockholder member, employee, consultant, shareholder or in any other capacity (other than as a holder of up to one percent (1%) a passive investment not in excess of 5% of the outstanding voting shares of a corporation whose shares are listed on a stock exchange or any publicly traded in accordance with the automated quotation system of the National Association of Securities Dealerscompany), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged in the drilling and workover of oil and gas xxxxx within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employthat, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position competes with the Company within two Business; provided, however, that the foregoing shall not prevent Sellers from (2w) years after operating the Company’s existing executive services desk, on a relative scale to the Company’s corporate and institutional services business no greater than such relative scale on the date hereof, which desk is limited to providing trading and related investment services for directors and executives of termination the corporate clients of employment of Employee with the Company (provided such trading and investment services relationship is originated in connection with a transaction in which the Company serves as underwriter or within two financial advisor (2or in a similar capacity) years after to such officercorporate client) or (x) operating an asset management business that creates, directormanages and distributes only proprietary advised funds, employee or individual terminated employment with the Companyproprietary managed funds, whichever period expires earlierproprietary alternative asset investments and other similar proprietary products; provided provided, however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any the assets under management of private clients will not exceed 35% of the Company's present officesaggregate assets under management of such asset management business, (ii) the Company will not seek to grow such private client component of such asset management business disproportionately to the overall growth of such asset management business, (iii) the Company will not hire additional marketing staff focused on such private client component of such asset management business prior to the Conversion Date, (iv) in the course of conducting such asset management business the Company will not solicit client accounts of the Business or customers of the Business to conduct business with such asset management business, or induce, solicit or encourage any such client accounts to terminate or otherwise modify their relationship with the Business (other than accounts of the Company's present rig yards ’s directors and officers and their family members provided that the Company shall endeavor to refer such directors, officers and family members to Buyer or its affiliates for brokerage services), and (iiiv) any additional location where the Companysuch asset management business will not offer trust or estate planning services, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company will endeavor to recommend Buyer as a preferred provider for such trust or estate planning services. In the event Sellers or such asset management business determines to enter an arrangement with a third-party to provide trust or estate planning services to such asset management business, Sellers shall provide Buyer and its affiliates a bona fide and reasonable opportunity to bid for and negotiate to provide such services. It is understood and agreed that the restrictions contained in this Section 6.7 shall not be binding upon or apply to any person or entity that acquires (through merger or otherwise) all of the business and assets of the Sellers; provided that (A) the shareholders of Parent and its affiliates immediately before such transaction and Parent and its affiliates beneficially own, immediately following such transaction, no more than 50% in the aggregate of the outstanding equity interests of each of the acquiring persons and their affiliates and any other surviving entity in connection with such transaction, (B) the shareholders of Parent and its affiliates immediately before such transaction and Parent and its affiliates, in the aggregate, do not have the right to elect or appoint more than 50% of the Board of Directors or other similar governing body of each of the acquiring persons and their affiliates and any other surviving entity in connection with such transaction, and (C) such transaction is not then doing business undertaken primarily for the purpose of avoiding the restrictions set forth in this Section 6.7. (b) Prior to the fifth anniversary of the Closing Date, Sellers shall not conduct any business, and shall not permit any person to conduct any business, (i) under or using the brand or trade name Pxxxx Xxxxxxx Private Client Services or (ii) that other country, there will be no territorial limitations extending into such other countrycompetes with the Business under or using any brand or trade name that includes “Pxxxx Xxxxxxx.”