Common use of Non-Competition Clause in Contracts

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of (i) Except as contemplated by the Employee’s rights and benefits hereunderTransaction Agreements, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve twenty-four (1224) months following termination thereof for whatever reasonthe Closing Date (the “Non-Compete Period”), Sellers agree not to, and shall cause each of their Affiliates not to, directly or indirectly, engage, as ownera principal or jointly with others or otherwise, partnerin the business of writing, joint venturerissuing, stockholderselling, employeeadministrating, service providermarketing or reinsuring any long-term care insurance business within the United States (a “Competing Business”). Sellers shall cause any and all obligations under this Section 6(j)(i) with respect to any Affiliate that ceases to be an Affiliate of Sellers during the Non-Compete Period to continue in full force and effect with respect to such Affiliate for the then remaining balance of the Non-Compete Period. (ii) Notwithstanding anything to the contrary set forth in Section 6(j)(i), brokerand without implication that the following activities otherwise would be subject to the provisions of this Section 6(j), agentnothing in this Agreement shall preclude, principalprohibit or restrict Sellers from engaging, corporate officeror require Sellers to cause any of their Affiliates not to engage, director, licensor or in any manner in any of the following: (A) making investments in the Ordinary Course of Business in Persons engaging in a Competing Business, provided that each such investment is a passive investment where Sellers and their Affiliates: (I) do not have the right to designate a majority of the members of the board of directors or other capacity whatever engage in,governing body of such entity or to otherwise influence or direct the operation or management of any such entity, be employed by(II) are not participants with any other Person in any group (as such term is used in Regulation 13D of the Securities Exchange Act of 1934, as amended) with such intention or right, and (III) own less than five percent (5%) of the outstanding voting securities (including convertible securities) of such entity; or (B) acquiring, merging or combining with any business or venture that would otherwise violate this Section 6(j) that is engaged in acquired from any activities competing with products or services offered by Person after the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationClosing Date (an “After-Acquired Business”); provided, howeverthat, that either (I) at the Employee may own securities time of any corporation which is engaged such acquisition, merger or combination, the revenues derived from the Competing Business by the After-Acquired Business (the “Competing After-Acquired Revenues”) constitute no more than fifteen percent (15%) of the gross revenues of the After-Acquired Business in the most recently completed fiscal year immediately prior to the date of such acquisition, merger or combination (the “Aggregate After-Acquired Revenues”), or (II) if at the time of such acquisition, merger or combination, the Competing After-Acquired Revenues constitute more than fifteen percent (15%) of the Aggregate After-Acquired Revenues then, within six (6) months after such acquisition, merger or combination, (x) Sellers and/or their Affiliates sign a definitive agreement to dispose, and subsequently dispose of, the relevant portion of the business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such companyAfter-Acquired Business, so long as he has no active role or (y) Sellers and/or their Affiliates otherwise modify the After-Acquired Business such that the Competing After-Acquired Revenues constitute not more than fifteen percent (15%) of the Aggregate After-Acquired Revenues; in each case, only if none of the trademarks, service marks, trade names or other designations of Sellers are used in connection with such After-Acquired Business. (iii) The Parties acknowledge that the type and periods of restriction imposed in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term provisions of this Agreement Section 6(j) are fair and reasonable and are reasonably required for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients protection of the Company Parties. If any business of the restrictions or covenants in competition with the Company that involves activities in which the Company was engaged or had already planned this Section 6(j) are hereafter construed to be engaged during invalid or unenforceable, the term same shall not affect the remainder of the employee’s employment 4.2covenant or covenants, which shall be given full effect, without regard to the invalid portions. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information If any of the Company, and the operations and business of Company, and (ii) the time duration of the protective restrictions or covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for 6(j), or any reason portion thereof, are deemed to be unenforceable because such covenant or restriction is held to cover a geographic area or to be excessively broad with regard to time, geographic scope or activityof such duration as is not permitted under applicable Law, the term Parties agree that the court making such determination shall have the power to reduce the duration and/or areas of such provision and, in its reduced form, said provision shall then be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3enforceable. The Employee acknowledges that Parties intend to and hereby confer jurisdiction to enforce the legal remedies for breach of covenants contained in this Section 6(j) upon the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach courts of any jurisdiction within the geographical scope of such provisionscovenants as to breaches of such covenants in such other respective jurisdictions, the Company may alsoabove covenants as they relate to each such jurisdiction being, in addition to any other remedies which may be available under applicable lawfor this purpose, obtain temporary, preliminary severable into diverse and permanent injunctions against any and all such actionsindependent covenants. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. (a) In consideration of the Employee’s rights and benefits hereunderPurchase Price to be received under this Agreement, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve five (125) months following termination thereof for whatever reasonyears from the Closing Date (the “Restrictive Covenant Period”), except as permitted by this Section 5.14, no Seller nor any of the Affiliates of any Seller shall, directly or indirectly, as ownerengage, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor in whole or in part, in the Covered Business, or invest in, own, manage, operate or control any Covered Business, anywhere in the United States and/or any other capacity whatever engage in,, be employed by, country in which Altair U.S. or any business Seller or venture that is engaged in any activities competing with their respective Affiliates conducted the Business or into which the Business sold products or services offered by the Company during Employee’s employment with the Company, , as of the termination date Closing Date. (b) Each Seller acknowledges that all of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectlyforegoing provisions, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant restrictions on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates time and agrees as follows: (i) the protective covenants geographical scope set forth herein in Section 5.14(a) above, are reasonable and necessary to protect the goodwillBuyer and its Affiliates from unfair competition, property and Proprietary Information of the Companysolicitation, and disclosure of Business/CLC Confidential Information. (c) Notwithstanding the operations provisions of Section 5.14(a) and business without implicitly agreeing that the following activities would be subject to the provisions of CompanySection 5.14(a), and nothing in this Agreement shall preclude, prohibit or restrict any Seller or any of its Affiliates from engaging in any (i) Financial Services Business, (ii) Existing Business Activities, (iii) De Minimis Business or (iv) business activity that would otherwise violate Section 5.14(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with any Seller or any of its Affiliates, in each case after the time duration Closing Date (an “After-Acquired Company”); provided, that a Seller or any of its Affiliates may purchase and acquire an After-Acquired Business or After-Acquired Company if the primary purpose in making such acquisition is not to exploit for profit such Covered Business, and provided, further, that with respect to clause (iv) above, so long as, (A) within fifteen (15) months after the consummation of the protective covenants is reasonable purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, the Seller or such Affiliate signs a definitive agreement to dispose of the After-Acquired Business or the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company that gives rise to the violation of Section 5.14(a) and necessary within eighteen (18) months after the consummation of the purchase or acquisition of the After-Acquired Business or the After-Acquired Company, the Seller or such Affiliate disposes of the After-Acquired Business or the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company that gives rise to protect the goodwill and violation of Section 5.14(a), or (B) at the operations and expiration of the eighteen (18) month period, the business of Companythe After-Acquired Business or the After-Acquired Company complies with Section 5.14(a). (d) This Section 5.14 shall cease to be applicable with respect to the actions of any Seller Party or Affiliate thereof at such time it is no longer an Affiliate of GE and shall not apply with respect to the actions of any Person that purchases assets, and does not impose operations or a greater restrain than is necessary to protect the goodwill business from GE or other business interests one of Company. Neverthelessits Subsidiaries, if any one or more such acquiring Person is not an Affiliate of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawGE after such transaction is consummated. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of (a) During the Employee’s rights and benefits hereunderRestricted Period, Seller shall not, and shall cause its subsidiaries not to, directly or indirectly, own, operate, control, manage, or engage in order any Competitive Business. (b) Notwithstanding the foregoing, nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to enable Purchaser or its Affiliates (including the Company to effectively protect its Proprietary InformationGroup) as contemplated by the Transition Services Agreement, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12ii) months following termination thereof for whatever reasonowning, directly or indirectly, as ownera passive investment, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged Person who engages in such business and is publicly owned and traded but a Competitive Business if neither Seller nor any of its subsidiaries, individually or in an amount not to exceed at any one time one percent the aggregate, beneficially owns 10% or more of any class of stock or securities of such companyPerson, so long as he has no active role in the publicly owned(iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and traded company as directorowning, employeeafter such acquisition, consultant a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, 4.1.2. during , and owning, after such acquisition, a Person or business that, at the term time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this Agreement clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the Competitive Business of such Person and for a period of 12 months following its terminationthereafter completes such divestiture, he will notor (v) owning, (i) directly operating, controlling, managing or indirectly, including personally or engaging in any business in which he is an officerof the Retained Business, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on conducted as of the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2hereof. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in In the event of a breach transaction that results in an unaffiliated third party (or its equityholders) acquiring a threatened breach majority of any the equity of Seller (whether by merger, stock sale or otherwise), such unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall not be subject to the restrictions set forth in this Section 7.07 following the completion of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionssale. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights The Optionee covenants and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, that during the term of this Agreement Optionee’s Employment and for a period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the Optionee participates in any activity in violation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination thereof of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Optionee (for whatever reason), the Optionee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as ownerdefined below), partnerown, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, stockholdershareholder, employee, service provider, broker, agent, principal, corporate officerpartner, director, licensor consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other capacity whatever engage in,, be employed bybusiness that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or any business with respect to the Optionee’s obligations following his or venture that is engaged in any activities competing with products or services offered by her termination of Employment the Company during Employeetwelve (12) months immediately preceding the Optionee’s employment with the Company, , as termination of the termination date of his employment, to be offered or produced within a reasonable time following such terminationEmployment; provided, however, that the Employee may own securities term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one related business, venture or activity) are less than ten percent (10%) of any class of stock or securities the aggregate gross receipts of such companybusinesses, so long as he has no active role in ventures or activities. For purposes of this Section 5(a), the publicly owned“Territory” is comprised of those states within the United States, those provinces of Canada, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities other geographic area in which the Company or any of its Immediate Affiliates was engaged doing business or had already planned actively planning to be engaged do business at any time during the term Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as followsfollowing: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information a direct or indirect subsidiary of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced parent to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of or (iii) a breach direct or a threatened breach of any indirect subsidiary of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsa parent. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Employee’s rights Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to Lessor and benefits hereunderany such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, from and after the date hereof and thereafter until (a) in the case of the expiration of the Initial Term or a termination of this Lease, the fifth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, as applicable, and (b) in order to enable the Company to effectively protect its Proprietary Informationcase of an expiration of any of the Extended Terms, the Employee agrees and undertakes that: 4.1.1. he will notsecond (2nd) anniversary of the expiration of the applicable Extended Term, during no member of the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonLeasing Group nor any Person holding or controlling, directly or indirectly, any interest in any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility, center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith) other than (a) those set forth on Schedule 11.5.4 annexed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to engage by the provisions of the Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or program and (c) the acquisition of an ownership interest in any such facility, center, unit or program which is part of a single transaction in which an ownership interest in at least four (4) other facilities, centers, units or programs (provided, however, that if such acquisition occurs within the last twelve month period of the Initial Term or any of the Extended Terms, Lessee shall have the benefit of this clause (c) only if at the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1.3 hereof to extend the Term for another Extended Term or (y) given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value of the Leased Property), whether such competitive activity shall be as an officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor consultant or other participant in any other capacity whatever engage in,whatsoever with respect to an assisted living facility, be employed bycenter, unit or any business program located within a five (5) mile radius of the Leased Property. Lessee hereby acknowledges and agrees that none of the time span, scope or venture that is engaged in any activities competing with products or services offered area covered by the Company during Employee’s employment with foregoing restrictive covenants is or are unreasonable and that it is the Company, , as specific intent of Lessee that each and all of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective restrictive covenants set forth herein hereinabove shall be valid and enforceable as specifically set forth herein. Lessee further agrees that these restrictions are reasonable special, unique, extraordinary and reasonably necessary to protect for the goodwill, property protection of Lessor and Proprietary Information any Purchaser and that the violation of any such covenant by any of the Company, Limited Parties would cause irreparable damage to Lessor and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose any Purchaser for which a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will remedy alone would not be considered as competition with the Company whatsoever and the Employee shall be entitled sufficient to keep receiving royalties as per the Other Inventionsfully protect such parties.

Non-Competition. 4.1. In consideration (a) During the period between the Closing Date and the third (3rd) anniversary of the Employee’s rights and benefits hereunderClosing Date, the Seller shall not, and in order to enable the Company to effectively protect shall not permit any of its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonSubsidiaries to, directly or indirectly, as owneranywhere in the world, partnerown, joint venturermanage, stockholderoperate or control, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , a Competing Business (as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationdefined below); provided, however, that nothing herein shall limit the Employee may own ability of the Seller and its Subsidiaries to (i) acquire and own, directly or indirectly, solely as an investment, securities of any corporation which Person traded on any national securities exchange that engages in a Competing Business if the Seller or a Subsidiary of Seller is engaged in not a member of a group that controls such business Person and is publicly owned and traded but in an amount not to exceed at any one time one percent does not, directly or indirectly, own 9.9% or more of any class of stock or securities of such companyPerson, or (ii) purchase an entity or entities that are directly or indirectly engaged in, or assets that are used in, a Competing Business at the time of such acquisition, so long as he has no active role (x) such acquired entity is primarily engaged, or the assets constitute a portion of a greater amount of acquired assets which taken as a whole are used primarily in, activities which are not Competing Businesses or (y) the Seller promptly disposes of any portion of such acquired entity (or acquired assets) that is engaged in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2a Competing Business. during the term For purposes of this Agreement and for Section 5.7(a), a period of 12 months following its termination, he will not, "Competing Business" means (i) directly the mining, manufacture or indirectlysale (including distribution) of (x) industrial minerals, including personally or in any business in which he is an officerproducts manufactured therefrom, director similar to those presently being mined, manufactured or shareholder, for any purpose or in any place, employ any person employed sold by the Company Business, or retained (y) products which are currently the subjects of ongoing research projects disclosed in a letter which has been delivered by World Minerals to the Company as Seller (with a consultant on copy to the Purchaser) prior to the date of such termination or during the preceding six months; hereof, or (ii) solicit from the clients manufacture or sale of the Company any business in competition with the Company that involves activities in which the Company was engaged products utilizing crossflow filtration technology or had already planned to be engaged during the term of the employee’s employment 4.2filtration membranes. The Employee specifically acknowledgesFor purposes of this Section 5.7(a), stipulates and agrees as follows: an acquired entity or group of acquired assets which, based upon financial statements for its most recently completed fiscal year, generated twenty percent (i20%) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 total revenues from Competing Businesses shall for any reason be held deemed to be excessively broad with regard to timeprimarily engaged, geographic scope or activitythe assets primarily used, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawactivities which are Competing Businesses. 4.3. The Employee acknowledges that (b) Since the legal remedies for breach of the provisions of the Agreement may Purchaser will be found irreparably damaged and its remedy at law will be inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of Section 5.7(a), the Purchaser shall be entitled to an injunction restraining any violation of such provisionsSection or any other appropriate decree of specific performance, the Company may also, without showing any actual damage or that monetary damages would not provide an adequate remedy. Such remedies shall not be exclusive and shall be in addition to any other remedies remedy which the Purchaser may be available under applicable lawhave, obtain temporary, preliminary and permanent injunctions against any and all including the right to monetary damages for the period preceding such actionsspecific enforcement. 4.4. The Company hereby acknowledges that (c) If any provision of this Section 5.7 is held to be unenforceable because of the Employee has other inventions on which he eceives royalties scope, duration or area of its applicability, the court making such determination shall have the power to modify such scope, duration or area or all of them, and other patents under his name (“Other Inventions’’). The Other Inventions will not such provision shall then be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventionsapplicable in such modified form.

Non-Competition. 4.1. In consideration of During the Employee’s rights period beginning on the Closing Date and benefits hereunderending on the date that is three years and six months after the Closing Date (the “Restricted Period”), Seller shall not, and in order to enable the Company to effectively protect shall cause its Proprietary InformationAffiliates (together with Seller, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12“Restricted Entities”) months following termination thereof for whatever reasonnot to, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor issue or sell in any other capacity whatever engage in,state or jurisdiction within the United States, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by of a type that comprises part of the Company during Employee’s employment with the Company, , Business as of the termination date hereof and that was underwritten, issued, sold, renewed or serviced as part of his employment, the Business during the two years prior to be offered or produced within a reasonable time following such terminationthe date hereof (the “Competing Businesses”); provided, however, that this Section 5.13 shall not prohibit or in any way prevent or restrict: (a) any Restricted Entity from operating any business other than the Employee may own securities Business (including the business described in the proviso included in the definition of “Business”) or from operating the Business from and after the time at which the Business or any corporation which portion thereof is engaged recaptured under any coinsurance agreement; (b) any Restricted Entity from providing (i) provider network access or network management services; (ii) medical management, case management, or cost containment services; or (iii) administrative services for short-term disability plans that are provided in such conjunction with a self-funded plan sponsor’s medical benefits coverage or plan that is administered or serviced by a Restricted Entity. (c) any Restricted Entity from performing any act or conducting any business and expressly required by this Agreement or any other Transaction Agreement; (d) any Restricted Entity from entering into a reinsurance agreement or similar arrangement primarily reinsuring the Competing Business of a ceding company that is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such companya Restricted Entity, so long as he has no active role none of the Restricted Entities engages in the publicly ownedissuing, underwriting, selling, distributing, marketing, delivering, cancelling or administering of such underlying reinsured business; (e) any Restricted Entity from (A) making any investment or providing advisory services (or activities related thereto) in a fiduciary or agency capacity and traded company as directorcarried out on behalf of clients or other third party beneficiaries in the ordinary course of business, employeeor (B) making passive investments for general insurance accounts or investment management, consultant proprietary investing or otherwise, 4.1.2. during trading activities in the term ordinary course of this Agreement and for its businesses; provided that in no event shall the aggregate ownership interest held by Restricted Entities in any Person engaged in a period of 12 months following its terminationCompeting Business, he will not, (i) whether directly or indirectly, including personally equal or in any business in which he is an officer, director exceed 20% of the aggregate voting power or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date issued and outstanding equity securities of such termination Person, subject to Sections 5.13(f) and (g) below; (f) the ownership of, any affiliation with, or during the preceding six months; conduct of any other activity with respect to, a Person that conducts, either directly or indirectly, a Competing Business (any such person, together with all of its Affiliates, a “Competing Person”) that is the result of (A) the merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving any Restricted Entity with any Competing Person or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (iB) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information acquisition of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one 20% or more of the terms contained voting power or outstanding equity interests in any Competing Person by any Restricted Entity, if, in the case of either (A) or (B), at least 66 2/3% of the total consolidated revenues of such Competing Person in the calendar year prior to such ownership or affiliation was derived from activities that do not constitute Competing Business; provided, however, that such Restricted Entity may proceed with such acquisition of a Competing Person that derived in excess of 33 1/3% of its total consolidated revenues in its most recent fiscal year from activities that constitute Competing Business only if such Restricted Entity divests, within 24 months of its acquisition, a sufficient portion of such Competing Person such that the total consolidated revenues from activities that constitute Competing Business that remain with any such Competing Person after such divestment over the last four full fiscal quarters prior to such acquisition are not greater than 33 1/3% of its consolidated revenues for such period; or (g) subject to the foregoing clause (f), any Restricted Entity from foreclosing on collateral of or acquiring any of the outstanding capital stock or other interests in any person that has outstanding indebtedness to any Restricted Entity, or engaging in any activities otherwise prohibited by this Section 4 shall for 5.13 in connection with any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in such Person as a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach result of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any acquisition of such provisions, the Company may also, capital stock or other interests in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsconnection with a debt previously contracted. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of As a condition precedent to HK's obligation to enter into and perform its obligations under the Employee’s rights and benefits hereunderMerger Agreement, and in order to enable the Company to effectively protect its Proprietary Information, the Employee each Shareholder agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for (a) For a period of twelve five (125) months following termination thereof for whatever reasonyears after the Closing Date (the "Non-Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as ownercurrently conducted by or as proposed to be conducted by the Company and its Subsidiaries, partnerincluding but not limited to the design, joint venturermanufacture, stockholdermarketing, employeedistribution, service providerlicensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, brokerthe term "participate" includes any direct or indirect interest in any enterprise, agent, principal, corporate whether as an officer, director, licensor employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other capacity whatever engage in,lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, be employed by, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as person who was an employee of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. Business during the term of this Agreement and for a one year period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on immediately preceding the date of such termination solicitation or during hire without the preceding six months; or (ii) solicit from the clients prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any business in competition with of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that involves activities in which the Company was engaged and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or had already planned actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to be engaged during the term enforce or prevent any violations (whether anticipatory, continuing or future) of the employee’s employment 4.2. The Employee specifically acknowledgesprovisions of Section 8 (including, stipulates and agrees as follows: without limitation, the extension of the Non-Competition Period by a period equal to (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information length of the Company, and the operations and business violation of Company, and this Section 8 plus (ii) the time duration length of the protective covenants is reasonable and any court proceedings necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Companystop such violation). Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in In the event of a breach or a threatened breach violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such provisions, the Company may also, in addition to any other remedies which may be available Shareholder's obligations under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee this Section 8) shall be entitled tolled with respect to keep receiving royalties as per such Shareholder during the Other Inventionscontinuance of any actual breach or violation.

Non-Competition. 4.1. In consideration of the Employee’s rights (a) The Employee understands and benefits hereunder, recognizes that his services to Keryx are special and in order to enable the Company to effectively protect its Proprietary Information, the Employee unique and agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonAgreement, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its terminationfrom the date of termination of his employment hereunder, he will notshall not in any manner, (i) directly or indirectly, including personally on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business in which he is directly competitive with Keryx's business, either as an individual for his own account, or as a partner, joint venturer, Employee, agent, consultant, salesperson, officer, director or shareholdershareholder of a Person operating or intending to operate within the area that Keryx is, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on at the date of such termination termination, conducting its business (the "Restricted Businesses"); provided, however, that nothing herein will preclude the Employee from holding one percent (1%) or during the preceding six months; or (ii) solicit from the clients less of the Company stock of any publicly traded company or from holding a position with a Person who does not engage in a business in competition directly competitive with the Company that involves activities Restrictive Businesses so long as the Employee works in a division of such Person which carries on a bona fide business which is not directly competitive with the Company was engaged Restricted Businesses. (b) For a period of 12 months after the termination of this Agreement, the Employee shall not interfere with or had already planned disrupt or attempt to be engaged during the term disrupt Keryx's business relationship with any of its customers, or solicit any of the employee’s employmentemployees of Keryx. 4.2. The (c) In the event that the Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information breaches any provisions of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope 6 or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or there is a threatened breach of any of such provisionsbreach, the Company may alsothen, in addition to any other rights which Keryx may have, Keryx shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 6, the Employee shall not argue as a defense that there is an adequate remedy at law nor shall Keryx be prevented from seeking any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsavailable. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and (a) Except as set forth in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve five years following the Closing Date (12the "Restricted Period") months following termination thereof for whatever reasonAFG shall not, and shall not permit any of its Post-Closing Subsidiaries. (i) offer, issue or sell, directly or indirectlyindirectly within the United States, as ownerpersonal automobile insurance written through independent agents; or (ii) employ, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor offer to employ or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing solicit with products or services offered by the Company during Employee’s a view to employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company whose annual base salary exceeds $50,000; provided, that the foregoing will not prevent AFG from soliciting or retained hiring any such person if such person's employment has been terminated, without cause, by the Company. (b) Notwithstanding any other provision of this Section 2 to the contrary, neither AFG nor any of its Post-Closing Subsidiaries is prohibited from: (i) engaging in any line of business in which it is engaged at completion of the Public Offering, including, without limitation, the offering of personal automobile insurance policies through Mid-Continent Casualty Company as a consultant on and its wholly-owned subsidiaries ("Mid-Continent"), but only within those states where Mid-Continent is offering personal automobile insurance policies at the date time of such termination or during the preceding six monthscompletion of the Public Offering; or or (ii) solicit from acquiring an interest in any Person engaged in any line of business except for acquisitions of controlling interests, whether in a single transaction or series of transactions, in any Person or Persons with, in the clients aggregate, $100,000,000 or more in gross annual written premiums, or, with respect to one Person, 50% or more of its gross revenues (excluding investment income and realized investment gains and losses), attributable to the Company writing of personal automobile insurance based on the most recent full fiscal year for which financial statements are available (a "PERMITTED ACQUIREE"), provided further, however, that AFG and any business of its Post-Closing Subsidiaries may acquire a controlling interest in competition with a Person that is not a Permitted Acquiree if AFG or such Post-Closing Subsidiary promptly divests the Company that involves activities personal automobile insurance operations of such Person. For purposes of this Agreement, a "controlling interest" in which a Person means having the Company was engaged power to direct or had already planned to be engaged during cause the term direction of management and policies of such Person through the employee’s employmentownership of voting securities. 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (ic) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, Section 2(a)(i) and (ii) shall also be binding upon any person who has a controlling interest in AFG as of the Closing Date until such time, however, that the person ceases to have a controlling interest in AFG. AFG shall cause each such person to comply with the terms and conditions hereof. (d) Section 2(a)(i) and (ii) shall not be binding upon a Post-Closing Subsidiary of AFG after the time duration such Person ceases to be a Post-Closing Subsidiary of AFG. For avoidance of doubt, Section 2(a)(i) and (ii) also does not apply to any person which on or after the Closing Date becomes an Affiliate (other than a Post-Closing Subsidiary) of AFG, including any person that acquires all or substantially all of the protective covenants is reasonable capital stock or assets of AFG. (e) The Company and necessary to protect the goodwill and the operations and business AFG agree that money damages alone would not be a sufficient remedy for any breach of Companythis Section 2 by AFG, its Post-Closing Subsidiaries, or any person having a controlling interest in AFG, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisionsother remedies, including monetary relief, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties specific performance and injunctive or other equitable relief as per the Other Inventionsa remedy for any such breach.

Non-Competition. 4.1. In consideration (a) Except with the prior written consent of the Employee’s rights and benefits hereunderBuyer, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve four years following the Closing Date (12the “Restriction Period”), Seller shall not, and shall cause its current and future controlled Affiliates and the other members of the Seller Group (Seller together with its current and future controlled Affiliates and the other members of the Seller Group, the “Restricted Entities”) months following termination thereof for whatever reasonnot to, directly or indirectly, (a) own, operate, manage, invest in (other than indirect, passive investments constituting ownership of not more than 10% of any Person (together with its Affiliates) that operates a Competing Business), or finance a business that competes with the Business (as ownersuch Business is conducted or planned to be conducted prior to the date of this Agreement or the Closing Date) or (b) design, partnerdevelop, joint venturerresearch, stockholdermake or sell Competing Products, employeein each case, service provideranywhere in the world (such business, brokeras so conducted, agenta “Competing Business”). (b) Notwithstanding the foregoing, principalnothing in this Section 5.10 will prohibit any Restricted Entity from: (i) purchasing or otherwise acquiring, corporate officerby merger, directorpurchase of assets, licensor stock or equity interests or otherwise, and continuing to operate any Person or business the acquisition of which would otherwise cause non-compliance with Section 5.10(a) so long as not more than the lesser of (A) $100,000,000 or (B) 15% of the revenues of such Person or business for the four fiscal quarters preceding the date of execution of a definitive agreement with respect thereto, in either case is derived from the Competing Business (a “De Minimis Business” and such acquisition, an “Acquisition”); provided, a Restricted Entity may purchase or otherwise acquire, by merger, purchase of assets, stock or equity interests or otherwise, and continue to operate any Person or business that is not a De Minimis Business so long as the Restricted Entity divests, within 12 months after the closing of the Acquisition (regardless of whether such 12-month period ends during or after the Restriction Period), or effects a Wind-Down of such portion of any such Person or business that is a Competing Business (regardless of whether such Wind-Down would be completed during or after the Restriction Period); (ii) acquiring or owning any class of security of any Person regardless of whether such Person engages in a Competing Business provided that ownership of such securities (directly, indirectly or upon conversion) is less than 5% of such class of securities of such Person; and (c) The restrictions set forth in this Section 5.10 shall not apply to any third Person (a “Competing Acquiror”) or any of such Competing Acquiror’s current or future Affiliates that acquires, via a merger or business combination, the equity of any member of the Seller Group, or otherwise acquires the equity of a member of the Seller Group (a “Competing Acquisition”). Notwithstanding the foregoing provisions of this Section 5.10(c), after such acquisition by the Competing Acquiror, the restrictions set forth in Section 5.10(a) shall continue to apply to any and all Restricted Entities. (d) None of the following shall be a violation of this Section 5.10: (x) the sale, distribution, license, fulfillment or other capacity whatever engage in,, be employed bydisposition, or any business research, development, design, manufacture, procurement, provision, use, testing, marketing, configuration, qualification, installation, integration, support, or venture other commercialization and use (the foregoing collectively, “Exploitation”), by any member of the Seller Group of products, technology, service or support that is are not in the Competing Business (collectively “Non-Competing Products”) to Person(s) who are engaged in any activities competing a Competing Business, including the Exploitation of Non-Competing Products for use or integration with products or services offered by technology that are in Competing Businesses, or (y) the Company during Employee’s employment with prosecution of any Intellectual Property Right not included in the CompanyTransferred Assets. (e) Buyer and Seller intend that this covenant shall be deemed a series of separate covenants, , as one for each and every county of each and every state of the termination date United States and each and every political subdivision of his employment, each and every country outside the United States where this provision is intended to be offered or produced within a reasonable time following such termination; provided, however, effective. Each Seller Party acknowledges that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term provisions of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein Section 5.10 are reasonable in terms of duration, scope and necessary to protect the goodwill, property geographic area and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and are necessary to protect the goodwill of the Business and the operations substantial investment in the Business made by Buyer hereunder. Each Seller Party further acknowledges and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges agrees that the legal remedies for breach of the provisions of this Section 5.10 are being entered into by it in connection with the Agreement may be found inadequate and therefore agrees that, in addition to all sale by the Seller Parties of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever Acquired Assets and the Employee shall be entitled goodwill of the Business pursuant to keep receiving royalties as per the Other Inventionsthis Agreement.

Non-Competition. 4.1. In consideration of (a) During the Employee’s rights and benefits hereunder, Non-Compete Period and in order to enable the Company to effectively protect Restricted Region, neither Seller nor any of its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed Affiliates controlled by, or forming a part of, GE Aviation will (i) manage, operate, engage in, or own directly or indirectly any Equity Interests in any Person engaged in (A) the Business or (B) the business of designing, developing, operating, manufacturing, marketing, servicing and selling thrust reverser actuation systems (a “TRAS Business”), or venture (ii) actively assist any other party to compete with Buyer in the Business or in a TRAS Business. (b) For the purpose of this Section 5.13, “Buyer” will include its subsidiaries, divisions and Affiliates as they may exist from time to time, and its successors and assigns, including any Person succeeding to title to the goodwill of the Business or the Purchased Assets from Buyer. (c) Notwithstanding the foregoing provisions of Section 5.13(a), and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.13(a), nothing in this Agreement shall preclude, prohibit or restrict Seller or any other Person that is engaged a part of GE Aviation from engaging in any activities competing manner in any (i) Financial Services Business, (ii) Existing Business Activities, (iii) De Minimis Business or (iv) business activity that would otherwise violate Section 5.13(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with products Seller or services offered by any of their Affiliates in each case after the Company during Employee’s employment Closing (an “After-Acquired Company”); provided that with the Company, , as of the termination date of his employment, respect to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such companythis clause (iv), so long as he has no active role in within eighteen (18) months after the publicly ownedconsummation of the purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, Seller or such other Person, as applicable, signs a definitive agreement to dispose of, and traded company as directorsubsequently disposes of, employee, consultant the relevant portion of the business or otherwise, 4.1.2. during securities of the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly After-Acquired Business or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the After-Acquired Company or retained by at the Company as a consultant on the date expiration of such termination or during eighteen (18) month period the preceding six months; or (ii) solicit from the clients business of the After-Acquired Business or the After-Acquired Company any business in competition complies with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time5.13; provided however, geographic scope or activity, the term that no such disposition shall be construed in a manner to enable it to be enforced required to the extent compatible with applicable lawthe revenue from the competing portion of the business of the After-Acquired Business or After-Acquired Company is less than both (a) $15,000,000 and (b) 15% of the aggregate revenue of such After-Acquired Business or After-Acquired Company for the fiscal year immediately preceding the measurement date. 4.3. The Employee acknowledges that the legal remedies for breach of (d) If at any time the provisions of the Agreement may this Section 5.13 will be found inadequate and therefore agrees thatdetermined to be invalid or unenforceable, in addition by reason of being vague or unreasonable as to all area, duration or scope of the remedies available to Company in the event of a breach or a threatened breach of any of such provisionsactivity, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions this Section 5.13 will not be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as competition with will be determined to be reasonable and enforceable by the Company whatsoever court or other body having jurisdiction over the matter; and the Employee shall this Section 5.13 as so amended will be entitled to keep receiving royalties valid and binding as per the Other Inventionsthough any invalid or unenforceable provision had not been included herein.

Non-Competition. 4.1A. Subject to Article 2. In consideration of the B. below, Employee, during Employee’s rights and benefits hereunderperiod of employment with ARAMARK, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months two years following the voluntary or involuntary termination thereof for whatever reasonof employment, shall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, stockholdershareholder, associate, employee, service providermember, brokerconsultant, agentcontractor or otherwise), principalor acquire or maintain ownership interest in, corporate officerany Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s employment, directorprovided, licensor however, if Employee’s employment is (i) involuntarily terminated by ARAMARK for any reason other than Cause (as defined herein), or (ii) terminated by Employee for Good Reason (as defined in Exhibit A) at any time either (x) prior to January 26, 2010 or (y) thereafter, following a Change of Control (as defined in Exhibit A) occurring after the date of this Agreement, then the term of the non-competition 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 capacity whatever 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 outstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above, shall apply to the full extent permitted by law (i) in all fifty states, and (ii) each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company (x) during Employee’s employment with period of employment, or (y) in the Company, case of a termination of employment, as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the effective date of such termination or at any time during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company twenty-four month period prior thereto. C. Employee acknowledges that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein these restrictions are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. NeverthelessARAMARK, if any one or more and that enforcement of the terms contained provisions set forth in this Section 4 shall for any reason be held Article 2 will not unnecessarily or unreasonably impair Employee’s ability to be excessively broad obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with regard to timeARAMARK. Further, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for breach Cause; as a result of the provisions elimination of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach employee’s position; for performance-related issues; or a threatened breach of any of such provisions, the Company may also, in addition to for any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsreason or no reason at all. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order As a material inducement for Buyer to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of enter into this Agreement and for a to consummate the Transaction, Seller hereby covenants and agrees that during the period beginning on the Closing Date and ending on the third (3rd) anniversary of twelve the Closing Date, Seller shall not (12) months following termination thereof for whatever reasonand shall cause its Subsidiaries not to), directly or indirectly, as ownera proprietor, partner, joint venturershareholder or member, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor individually or jointly or on behalf of or in concert with any other capacity whatever Person, (a) engage in,in any wireless mobile business within the Wireless Network Coverage Area (a “Competing Business”) or (b) compile, be employed bycreate or use for the purpose of selling wireless mobile merchandise or services within the Wireless Network Coverage Area in connection with a Competing Business, or sell, transfer or otherwise convey to any business Third Party, a list of customers who purchased, leased or venture used any Sprint PCS Products and Services (as defined in the Management Agreement). Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates shall be prohibited from (A) acquiring or owning (by way of merger, consolidation, asset sale or otherwise) up to five percent (5%) in the aggregate of the outstanding stock of any corporation that is engaged in a Competing Business and publicly traded on a national securities exchange or in the over the counter market, or up to five percent (5%) in the aggregate of a private entity that is engaged in a Competing Business in each case through passive investments or (B) acquiring or owning any activities competing with Person, asset or business (by way of merger, consolidation, asset sale or otherwise) that is engaged in a Competing Business (and thereafter engaging in such Competing Business) so long as the revenues attributable to such Competing Business at the time of such acquisition constitute less than twenty-five (25%) of the aggregate revenues of such Person, assets or business. Further, notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not apply to, and “Competing Business” shall not include any products or services offered by delivered utilizing fixed wireless networks, cable networks, fiber networks or wireline networks, in each case, whether now or in the Company during Employeefuture or the Seller’s employment with cell towers segment. Further, notwithstanding anything to the Companycontrary set forth in this Agreement, , as the restrictions set forth in this Section 5.14 shall not apply outside of the termination date Wireless Network Coverage Area or to any Third Party (including such Third Party’s Affiliates other than Seller and its Subsidiaries) that acquires (by way of his employmentmerger, to be offered consolidation, asset sale or produced within a reasonable time following such termination; providedotherwise) Seller, however, any of its Affiliates or any of their respective assets or businesses. The Parties acknowledge and agree that the Employee may own securities restrictive covenants contained in this Section 5.14 are reasonable in duration and geographic scope and protect a valid business interest of Buyer and its Affiliates. The Parties recognize that irreparable damage will result to Buyer and its Affiliates from any violation of this Section 5.14 and that the extent of such damage would be difficult if not impossible to calculate. Accordingly, the Parties expressly agree that, in addition to any and all other remedies available to Buyer and any of its Affiliates for any such violation, any of them shall have the right to the remedies set forth in Section 12.6. The existence of any corporation which Proceeding by Seller against Buyer, whether predicated on the Management Agreement or otherwise, is engaged not a defense to Buyer’s enforcement of this Section 5.14. Notwithstanding anything contained herein to the contrary, and if and only if a provision of this type contained in such business and this Section 5.14 is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role enforceable in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or jurisdiction in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Neverthelessquestion, if any one or more of the terms provisions contained in this Section 4 shall 5.14 is for any reason be held to be excessively broad with regard as to timeduration, geographic scope geographical scope, activity or activitysubject, the term shall such provisions will be construed in a manner to enable by limiting and reducing it so as to be enforced enforceable to the extent compatible with the applicable lawlaw in such jurisdiction as it then appears. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration Without the consent in writing of the Employee’s rights and benefits hereunderBoard, and in order to enable the Company to effectively protect its Proprietary Informationupon termination of Executive's employment for any reason, the Employee agrees and undertakes that: 4.1.1. he Executive will not, during the term of this Agreement and for a period of twelve 3 years thereafter, acting alone or in conjunction with others, directly or indirectly (12i) months following engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in the continental United States in which he has been directly engaged on behalf of the Company or any subsidiary, or has supervised as an executive thereof, during the last two years prior to such termination thereof and which is directly in competition with a business then conducted by the Company or any of its subsidiaries, other than engaging in the businesses owned or controlled by FII (excluding those of the Company and its subsidiaries) or FI (excluding those of the Company and its subsidiaries) at the date of termination, or providing services through FII to businesses for whatever reasonwhich FII provided services at the date of termination; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor during and within the scope of his or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s her employment with the CompanyCompany or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, as or attempt to influence, any employee of the termination date Company or any of his its subsidiaries to terminate employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company following a Change in Control, a termination by Executive for Good Reason, a termination due to Disability, Normal Retirement, or Approved Early Retirement. The provisions of subparagraphs (i), (ii), and (iii) above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any corporation which is engaged in such business and is publicly owned and company having securities listed on an exchange or regularly traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will over-the-counter market shall not, of itself, be deemed inconsistent with clause (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or this paragraph (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawa). 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of (i) During the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary InformationNon-Compete Period, the Employee agrees and undertakes that: 4.1.1. he will Executive shall not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor (A) solicit or in encourage any other capacity whatever engage in,, be employed byclient or customer of the Employer or a Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer, any existing business arrangements with the Employer or venture that a Company Affiliate or to transfer existing business from the Employer or a Company Affiliate to any other person or entity, (B) provide services anywhere in the United States to any entity if (i) during the preceding 12 months more than 5% of the revenues of such entity and its affiliates is engaged in derived from any activities competing with products business from which the Employer derived more than 5% of its revenue during such period (a “Material Business”) or (ii) the services offered to be provided by the Company during Employee’s employment Executive are competitive with a Material Business and substantially similar to those previously provided by the Company, , as of the termination date of his employment, Executive to be offered or produced within a reasonable time following such terminationMaterial Business; provided, however, that following a Change in Control this Section 7(d)(i)(B)(i) shall not apply to the Employee Executive, or (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own own, as a passive investor, securities of any corporation which is engaged in such business and is entity that has outstanding publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role his direct holdings in any such entity shall not in the publicly ownedaggregate constitute more than 5% of the voting power of such entity. For purposes of this Section 7(d), a “client or customer” shall be limited to any actual borrower of the Employer (as set forth in the Employer’s CAM or substantially similar successor or related system) and traded company 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 related system. The Executive agrees that, before providing services, whether as directoran employee or consultant, employee, consultant or otherwise, 4.1.2. to any entity during the term Non-Compete Period, 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, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) 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 period of 12 months following its termination, he will not, (i) directly time or indirectly, including personally over too great a geographical area or by reason of their being too extensive in any business in which he is an officerother respect, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (iiSection 7(d)(i) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned shall be modified to be engaged during effective for the term maximum period of time for which it may be enforceable and over the employee’s employment 4.2. The Employee specifically acknowledges, stipulates maximum geographical area as to which it may be enforceable and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the maximum extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement in all other respects as to which it may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsenforceable. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of (i) the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee Executive agrees and undertakes that: 4.1.1. that he will not, shall not during the term of this Agreement Employment Period and for a period of twelve (12) months following one year after the termination or end thereof for whatever any reason, without the approval of the Board which, after the end of the Employment Period, shall not unreasonably be withheld or delayed, directly or indirectly, alone or as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor employee, consultant, agent, independent contractor or controlling stockholder (other than as provided below) of any Company or business, engage in any other capacity whatever engage in,“Competitive Business” within the United States or within the United Kingdom and which directly competes with the business of the Company and/or Cyclacel Limited. For purposes of the foregoing, be employed by, or the term “Competitive Business” shall mean any business or venture that is engaged involved in any activities competing with products or services offered and/or intending to seek marketing approvals of drug candidates belonging to the same pharmaceutical class as the candidates under development by the Company during Employee’s employment with from time to time, currently CDK inhibitors, PLK inhibitors and nucleoside analogues; provided that, this provision shall in no way prevent the CompanyExecutive, , as after the end of the termination date Employment Period, from being employed as a consultant. (ii) Notwithstanding the provisions of his employmentclause (i) above or any other provision of this Agreement to the contrary, the Executive shall not be prohibited during the period applicable under clause (i) above from acting as a passive investor where (a) in the case of a Competitive Business being a public corporation, the Executive owns not more than five percent (5%) of the issued and outstanding capital stock or such higher percentage or amount as may be approved by the Board upon notice from the Executive prior to be offered or produced within a reasonable time following obtaining such terminationinterest; provided, however, that the Employee may own securities Executive shall not be treated as having violated the provisions of this Section 12 if in good faith he is unaware that an entity in which he has an investment interest would be treated as a Competitive Business and, upon becoming aware of such involvement, the Executive makes reasonable efforts to divest himself of his interest in such business; (b) in the case of any corporation which employer or entity other than a Competitive Business that is engaged in such business and in, or whose affiliates are engaged in, the development or marketing of products or technologies that are directly or indirectly competitive with any product or technology that is publicly owned and traded but in an amount not developed or marketed or proposed to exceed at any one time one percent of any class of stock be developed or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. marketed by Company during the term Employment Period, the Executive owns not more than five percent (5%) of this Agreement the issued and for outstanding capital stock; or (c) receiving stock, options or warrants from any entity with which the Executive can have a period of 12 months following its termination, he will not, relationship pursuant to clause (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company above as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients part of the Company any business in competition with the Company that involves activities in which the Company was engaged Executive’s compensation for services rendered or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawrendered. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. (a) In consideration order to induce the Shareholders and the Company to enter into this Agreement and the Transactions, until the applicable Non-Compete Fall-Away Date (x) each of Gibco and the Company and (y) Walgreens, hereby covenants and agrees that it shall not, directly or indirectly (including through Affiliates), own, manage or operate, or participate in, or benefit from, the ownership, management or operation of, or have any Beneficial Ownership interest in, any (1) Walgreens Designated Entity, in the case of clause (x), or (2) Company Designated Entity, in the case of clause (y); provided, that without limiting the generality of the Employee’s rights foregoing, this Section 5.6(a) shall not prohibit: (i) the Beneficial Ownership, as a passive investment, of less than five percent of the outstanding stock of any publicly traded corporation; (ii) the operation of any businesses conducted by the Group, in the case of clause (x), or Walgreens and benefits hereunderits Subsidiaries, in the case of clause (y), in each case that exist as of the date hereof, in the lines of business, and in order to enable the Company to effectively protect its Proprietary Informationgeographic markets, in which they are actively engaged as of the Employee agrees and undertakes that:date hereof; 4.1.1. he will not(iii) the performance of any act or the conducting of any business conducted by the Joint Ventures; (iv) taking any action that is expressly required by this Agreement, during any of the term Transaction Documents (including the Buyer Shareholders Agreement); or (v) the acquisition of this Agreement and for a period Person or business or more than 50% of twelve (12) months following termination thereof for whatever reasonthe outstanding Capital Stock of such Person or business, if such Person or business conducts, directly or indirectly, businesses of any Walgreens Designated Entity, in the case of clause (x), or of any Company Designated Entity, in the case of clause (y), in each case or any lesser percentage if such acquisition results in the holding of the right to control such Person or business, and, prior to such acquisition, neither such Person nor any of its Affiliates, nor such business nor any of its Affiliates, as ownerthe case may be, partnerwas an Affiliate of the acquiror or its Affiliates, joint venturerand such Person or business, stockholderas the case may be, employeeand its Affiliates derived not more than 10% of its total consolidated revenues in its most recent fiscal year from activities of such Walgreens Designated Entity, service providerin the case of clause (x), brokeror of such Company Designated Entity, agentin the case of clause (y). (b) In furtherance of and not in limitation of Section 6.12, principaleach of the parties to this Agreement acknowledges that it shall be impossible to measure in money damages to the other parties hereto if any of them or any transferee or any legal representative of any party hereto fails to comply with any of the restrictions or obligations imposed by this Section 5.6, corporate officerthat every such restriction or obligation is material, directorand that in the event of any such failure, licensor the other parties hereto shall not have an adequate remedy at law or in damages. Therefore, each party hereto consents to the issuance of an injunction or the enforcement of other equitable remedies against it at the suit of an aggrieved party without the posting of any bond or other equity security, to compel specific performance of all of the terms of this Section 5.6 and to prevent any breach of any terms of this Section 5.6, and waives, any defenses thereto, including the defenses of: (i) failure of consideration; (ii) breach of any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term provision of this Agreement and for a period (iii) availability of 12 months following its termination, he will not, relief in damages. (ic) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients Each of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates parties hereto acknowledges and agrees as follows: (i) that the protective covenants set forth herein restrictions contained in this Section 5.6 are reasonable and necessary to protect the goodwill, property and Proprietary Information legitimate interests of the Companyothers and constitute a material inducement to the other to enter into this Agreement, the other Transaction Documents and consummate the transactions contemplated by this Agreement and the operations and business of Company, and (ii) Transactions. It is the time duration intent of the protective covenants is reasonable and necessary to protect parties that the goodwill and the operations and business provisions of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 5.6 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the fullest extent compatible permissible under the Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 5.6 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with applicable lawrespect to the operation of such provision or portion in the particular jurisdiction in which such adjudication is made. 4.3. The Employee acknowledges (d) For purposes of this Agreement, the “Non-Compete Fall-Away Date” means the date that is the legal remedies for breach first anniversary of the provisions earlier of (A) the last day of the Agreement may be found inadequate Call Exercise Period and therefore agrees that, in addition to all of (B) the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsGovernance Clawback Date. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights The Optionee covenants and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, that during the term of this Agreement Optionee’s Employment and for a period of twelve (12) months (and such period shall be tolled on a day-to-day basis for each day during which the Optionee participates in any activity in violation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination thereof of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Optionee (for whatever reason), the Optionee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as ownerdefined below), partnerown, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, stockholdershareholder, employee, service provider, broker, agent, principal, corporate officerpartner, director, licensor consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any other capacity whatever engage in,such business venture or activity, be employed bya “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of arts and crafts, or framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business or venture that is engaged in any activities competing with products or services offered by the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during Employeethe Optionee’s employment Employment, or with respect to the Company, , as Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination date of his employment, to be offered or produced within a reasonable time following such terminationEmployment; provided, however, that the Employee may own securities term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of any corporation which is engaged in such business arts and is publicly owned crafts, or framing products and traded but in an amount not to exceed at any one time one percent of any class of stock or securities services (aggregated with the gross receipts derived from the retail and wholesale sale of such companyproducts or any related business, so long as he has no active role in venture or activity) are less than ten percent (10%) of the publicly ownedaggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities other geographic area in which the Company or any of its Immediate Affiliates was engaged doing business or had already planned actively planning to be engaged do business at any time during the term Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as followsfollowing: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information a direct or indirect subsidiary of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced parent to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of or (iii) a breach direct or a threatened breach of any indirect subsidiary of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsa parent. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) For a period four years after the Closing (the "Restricted Period"), no Stockholder (other than Advance Capital Partners, L.P. and Advance Capital Offshore Partners, L.P. (collectively, "Advance Capital"), it being expressly agreed that the provisions of this Section 4.05 shall not apply to Advance Capital) shall engage (other than on behalf of the Employee’s rights and benefits hereunder, and in order to enable Surviving Corporation or the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonor their respective subsidiaries), directly or indirectly, in the Tax and Accounting Software Business (as ownerdefined below) anywhere in the world or, without the prior written consent of Parent, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance (other than customary professional courtesies afforded to members of the business community) to or participate in or be connected with, as an officer, employee, partner, joint venturer, stockholder, employeeconsultant, service provideradvisor or other similar capacity, broker, agent, principal, corporate officer, director, licensor any person (other than the Surviving Corporation or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with or their respective subsidiaries) that engages in the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationTax and Accounting Software Business; provided, however, that that, for the Employee may own purposes of this Section 4.05, ownership of securities having no more than five percent of the outstanding voting power of any corporation competitor which is engaged are listed on any national securities exchange or traded actively in such business and is publicly owned and traded but the national over-the-counter market shall not be deemed to be in an amount not to exceed at any one time one percent violation of any class of stock or securities of such company, this Section 4.05 so long as he the person owning such securities has no active role in other connection or relationship with such competitor that would not be permitted hereby. For purposes hereof, "Tax and Accounting Software Business" means (x) the publicly ownedbusiness of developing, designing, publishing, marketing and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, distributing (i) directly or indirectlytax compliance software and services for tax and accounting professionals within corporations, including personally or in any business in banks, government agencies and accounting firms; (ii) accounting and practice management software and services marketed primarily to accounting firms; and (iii) other tax and accounting software products and services which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained are under development by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates Closing; and agrees as follows: (iy) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information business of the Company's Rent Roll, and the operations and business of Company, and (ii) the time duration Inc. subsidiary as of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawClosing. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) Except to the extent permitted by paragraph (b) below, without the prior written consent of the Employee’s rights and benefits hereunderPurchaser, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve two (122) months following termination thereof for whatever reasonyears after the Closing (the “Restricted Period”), none of Seller or any of its Affiliates shall engage, directly or indirectly, in the discount retail securities brokerage business including through an online distribution channel, excluding the offering of an online securities brokerage facility as ownerpart of a diversified suite of products offered solely to Customers of depository institutions Affiliated with the Seller and not on a stand-alone basis (the “Restricted Business”), partneranywhere in the Territory or, joint venturerdirectly or indirectly, stockholderown an interest in, employeemanage, service provideroperate, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed bycontrol, or otherwise, directly or indirectly, engage in the ownership, management, operation or control of, any Person engaged in the Restricted Business in the Territory. (b) The restrictions set forth in Section 5.16(a) shall not be construed to prohibit or restrict any Person from acquiring Seller or any of its Affiliates, nor shall they be construed to prohibit or restrict Seller or any of its Affiliates from: (i) offering asset management products or conducting its investment advisory business in the ordinary course; (ii) providing banking or venture back-office services in support of another entity that is engaged in the Restricted Business so long as such services are provided in a manner that does not give the impression that the provider of such banking or back-office services is itself engaged in the Restricted Business; (iii) acquiring, or otherwise combining with, during the Restricted Period, any activities competing diversified business engaged in the Restricted Business with products non-Affiliated Persons, as long as during each year of the Restricted Period, the percentage of revenues of such business attributable to such Restricted Business during the preceding fiscal year represents less than thirty percent (30%) of such business’s total revenues during such period (based on such business’s latest financial statements); (iv) merging or services offered otherwise entering into a business combination with a Canadian financial institution (or a holding company therefor) having equity securities listed on a securities exchange; (v) owning securities having no more than five percent (5%) of the outstanding voting power of any Person engaged in the Restricted Business which are listed on any national securities exchange or traded actively in the national over-the-counter market or owning securities of any Person in the ordinary course of its brokerage business so long as Seller or such Affiliate has no other involvement with such Person other than in the ordinary course of its business; (vi) operating its business (excluding the Company) as it is being conducted as of the date hereof; (vii) acting as a fiduciary or nominee for any trust or similar account holding, directly or indirectly, equity securities of an entity that engages in or includes a Restricted Business; or (viii) offering any product or service to Canadian nationals residing in the Territory. (c) Notwithstanding anything contained in this Section 5.16, the provisions of Section 5.16(a) and (d) shall not apply to the surviving entity in any merger or business combination described in Section 5.16(b)(iv) or such surviving entity’s Affiliates. (d) For a period of three (3) years after the Closing, none of Seller or any of its Affiliates will (and Seller shall caused its controlled Affiliated not to), directly or indirectly, use any customer lists, customer prospect information or information with respect to Customers developed by or for the use of the Company during Employee’s employment with or obtained from information provided by the Company, for any purpose, including to (i) induce any Person that is a customer of the Company as of the termination date hereof or as of his employmentthe Closing Date (a “Customer”) to patronize any business engaged in the Restricted Business; (ii) canvass, solicit, or accept from any Customer, any such business; or (iii) request or advise any Customer or vendor of the Company to be offered withdraw, curtail or produced within a reasonable time following cancel any such terminationCustomer’s or vendor’s business with the Company that constitutes Restricted Business; provided, however, that the Employee may own securities of restrictions set forth in this Section 5.16(c) shall not be construed to prohibit or restrict (x) any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock general solicitation or securities of such company, so long as he has no active role in the publicly ownedadvertisement originating outside of, and traded company as directornot specifically targeted to or reasonably expected to target, employeethe Territory, consultant (y) continuing to service, except with respect to the Restricted Business, consistent with past practice, Customers of both the Company and Seller or otherwise,its Affiliates or (z) offering services to any employee of Seller or any of its Affiliates to the extent that such services are generally available to employees of Seller or its Affiliates. 4.1.2. during the term of this Agreement and for (e) For a period of 12 months following its terminationtwo (2) years after the Closing, he Seller will notnot in any way, directly or indirectly, (i) directly solicit for employment, or indirectlyknowingly permit any Affiliate to solicit for employment, including personally any officer or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employee who was employed by the Company as of the Closing Date and continue to be employed by the Company after the Closing Date, or retained in any manner seek to induce any such person to leave the employ of Purchaser or the Company or (ii) hire for employment, or knowingly permit any Affiliate to hire for employment, any officer or any management or sales employee or any other employee who at the Closing is compensated at a base salary of $75,000 or more and in each case who was employed by the Company as of the Closing Date or at any time during the six (6) months prior to the Closing Date, except for employees terminated by the Purchaser or the Company following the Closing. (f) If Seller or any of its Affiliates breaches, or threatens to commit a consultant on breach of, any of the date provisions of this Section 5.16 (the “Restrictive Covenants”), the Company and Purchaser shall have the right and remedy (upon compliance with any necessary prerequisites imposed by Law upon the availability of such termination remedies), to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against Seller or during any of its Affiliates of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the preceding six months; Company and Purchaser and that money damages will not provide adequate remedy to the Company and Purchaser. This right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and Purchaser under law or in equity. (iig) solicit from the clients If any court determines that any of the Company Restrictive Covenants, or any business in competition with part thereof, is invalid or unenforceable, the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term remainder of the employee’s employment 4.2Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. NeverthelessIn addition, if any court of any one or more of jurisdictions holds the terms contained Restrictive Covenants wholly or partially unenforceable, it is the intention of the Company, Purchaser and Seller that such determination not bar or in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, way affect the term shall be construed in a manner to enable it to be enforced Company’s and Purchaser’s rights to the extent compatible with applicable lawrelief provided above in the courts of any other jurisdiction as to breaches of such Restrictive Covenants in such other jurisdictions. 4.3. The Employee acknowledges (h) From and after the date hereof, Purchaser agrees that it and its Affiliates will not, directly or indirectly, use any customer lists, customer prospect information or information with respect to Customers developed by or for the legal remedies for breach use of the provisions of Company, or obtained from information provided by the Agreement may be found inadequate Company, to solicit any Customer that has an Excluded Account (and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any has no other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition continuing business relationship with the Company whatsoever and as of the Employee shall be entitled to keep receiving royalties as per the Other Inventionsdate hereof) for any securities brokerage business.

Non-Competition. 4.1. In consideration The Executive acknowledges that there is a worldwide market for the products of the Employee’s rights Company and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, howeverSubsidiaries, that the Employee may own securities Company and its Subsidiaries engage in one or more facets of any corporation which is engaged in such business their respective businesses throughout the world, and is publicly owned that the Company and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role its Subsidiaries compete with other Persons in the publicly ownedbusiness of the Company and its Subsidiaries located in jurisdictions throughout the world, and traded company as directorincluding, employeewithout limitation, consultant or otherwise, 4.1.2the territorial United States. during During the term of this Agreement Employment Period and for a period of 12 months following its terminationthereafter or the Severance Period, whichever is longer, the Executive agrees that he will not, (i) directly or indirectly, including personally engage in or have any interest in any sole proprietorship, partnership, corporation, limited liability company or business or any other Person (other than the Company and its Subsidiaries), whether as an employee, officer, director, partner, agent, security holder, consultant or otherwise, that directly or indirectly is engaged in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by any of its Subsidiaries is then engaged, in the Company as a consultant on the date of such termination or during the preceding six monthsterritorial United States; or (ii) solicit from the clients of the Company any business in competition with the Company provided, however, that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect provisions of this §7(a) shall not apply in the goodwill, property and Proprietary Information event that the Employment Period is terminated by reason of the Company, expiration of this Agreement on the third anniversary hereof or any extension date agreed to by the Executive and the operations and business of Company, and (ii) nothing herein shall be deemed to prevent the time duration Executive from acquiring through market purchases and owning, solely as an investment, less than one percent in the aggregate of the protective covenants is reasonable and necessary to protect equity securities of any class of any issuer whose shares are registered under Section 12(b) or 12(g) of the goodwill and the operations and business of CompanySecurities Exchange Act, and does are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as he is not impose a greater restrain than is necessary to protect member of any “control group” (within the goodwill or other business interests of Company. Nevertheless, if any one or more meaning of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach rules and regulations of the provisions of the Agreement may be found inadequate United States Securities and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsExchange Commission). 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In By and in consideration of the Company’s entering into this Retention Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Employee’s rights and benefits hereunder, and in order exposure to enable the Confidential Information of the Company to effectively protect and its Proprietary Informationaffiliates, the Employee agrees and undertakes that: 4.1.1. he will that the Employee shall not, during the term of this Agreement Employee’s employment with the Company and for a twelve-month period of twelve thereafter (12) months following termination thereof for whatever reasonthe “Restriction Period”), directly or indirectly, as ownerown, partnermanage, joint ventureroperate, stockholderjoin, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event (i) shall ownership by the Employee of five percent (5%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 5.2, so long as the Employee does not have, or exercise, any rights to manage or operate the business or venture of such issuer other than rights as a stockholder thereof, nor (ii) shall being employed by a Person that is engaged a Restricted Enterprise, standing alone, be prohibited by this Section 5.2, so long as (A) such Person has more than one discrete and readily distinguishable part of its business, (B) the Employee’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any activities competing with products or services offered by Person involved in the Restricted Enterprise reports to the Employee and (C) the Employee notifies the Company during of employment with such Person prior to commencement of his or her employment with such Person. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is engaged, directly or indirectly, in (or intends or proposes to engage in, or has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry. During the one-year period following the termination of the Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information upon request of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per notify the Other InventionsCompany of the Employee’s then-current employment status.

Non-Competition. 4.1. In consideration Each Party covenants and agrees that, from the Effective Time until the second (2nd) anniversary of the Employee’s rights and benefits hereunderDistribution Date (the “Non-Compete Period”), neither Party will, and in order to enable the Company to effectively protect will cause each other member of its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonrespective Group not to, directly or indirectly, as ownerown, partnerinvest in, joint ventureroperate, stockholdermanage, employeecontrol, service provider, broker, agent, principal, corporate officer, director, licensor participate or engage in any Prohibited Business (as applicable) without the prior written consent of the other capacity whatever engage in,Party; provided, be employed bythat nothing in this Section 5.6(a) will prohibit (i) the ownership by Parent or SpinCo, as the case may be, or any business member of its respective Group, of debt, equity or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as other class of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which Person that owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a Prohibited Business (as applicable), provided ownership of such securities (either directly, indirectly or upon conversion) is engaged in less than 5% of such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; Person or (ii) solicit from exercising its rights or performing or complying with its obligations under this Agreement or any Ancillary Agreement. Notwithstanding the clients of foregoing, in the Company any business in competition with the Company event that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledgesa merger, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwillacquisition, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill consolidation or other business interests combination with or from an affiliated Person that directly or indirectly owns, invests in, operates, manages, controls, participates or engages in a Prohibited Business (so long as such Prohibited Business represents less than 40% of Company. Neverthelesssuch Person’s consolidated assets or revenue) results in Parent or SpinCo, if any one as the case may be, directly or more indirectly owning, investing in, operating, managing, controlling, participating or engaging in a Prohibited Business in breach of the terms contained in this Section 4 5.6(a) at the time of such transaction, such transaction (and resulting operations of such business) shall for any reason not be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in deemed a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition this Section 5.6(a) if such party uses commercially reasonable efforts to all of the remedies available to Company in the event of a cure such breach as promptly as practicable (by divestiture or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsotherwise). 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration Neither Seller nor any of its Affiliates or designees (each, a “Restricted Party”) during the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Employee’s rights and benefits hereunderClosing Date (the “Restricted Period”), and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes thatshall: 4.1.1. he will not(a) design, during the term of this Agreement and for a period of twelve develop, license, manufacture, distribute, sell or support (12) months following termination thereof for whatever reasonor knowingly assist any third party, directly or indirectly, as ownerin designing, partnerdeveloping, joint venturerlicensing, stockholdermanufacturing, employeedistributing, service provider, broker, agent, principal, corporate officer, director, licensor selling or in supporting) any existing product of the Business or on any related roadmap or any other capacity whatever engage in,, be employed by, or any business or venture that is engaged similar product anywhere in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; world (provided, however, that the Employee may own securities restrictions set forth in this Section 7.1(a) shall not (i) prohibit any Restricted Party from being an investor in a mutual fund or a diversified investment company, (ii) prohibit any Restricted Party from being a passive owner of any corporation which is engaged not more than five percent (5%) in such business and is publicly owned and traded but in the aggregate of an amount not to exceed at any one time one percent of any outstanding class of stock publicly traded securities or securities (iii) in any way limit or prohibit Seller’s or any of such companyits Affiliates’ (A) actions or operations with respect to Seller’s Services and Support segment or (B) strategic investments in Quortus Limited, so long as he has no active role Spyrus Solutions, Inc. and Kogniz, Inc.); (b) directly or indirectly (i) solicit for employment or any similar arrangement any employee of the Companies or of the Company Subsidiaries or (ii) hire or knowingly assist any other Person in hiring any employee of the publicly ownedCompanies or of the Company Subsidiaries (provided, and traded company as directorhowever, employeethat this Section 7.1(b) shall not apply to (A) employees of the Companies or of the Company Subsidiaries who have been terminated by the Companies or any of their Affiliates (including Purchaser) after Closing, consultant (B) employees of the Companies who have left the employment of the Companies or otherwise, 4.1.2. during the term any of this Agreement and their Affiliates (including Purchaser) for a period of 12 at least six (6) months following its terminationand (C) any general solicitations for employment (such as any newspaper, he will not, periodical or internet help wanted advertisement or any search firm engagement) and any hiring arising out of such general solicitations); or (ic) directly or indirectlyindirectly cause, including personally solicit, induce or in encourage any business in which he is an officerclient, director customer, supplier or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients licensor of the Company any business in competition with Business or the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced Companies prior to the extent compatible with applicable lawClosing to terminate or modify any such relationship. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and (a) The Shareholders severally (but not jointly) agree that for a period beginning on the Closing Date and ending on the third anniversary of twelve the Closing Date, each Shareholder and his Affiliates shall not (12A) months following termination thereof engage in, anywhere in the world, the daily general use automobile rental business or (B) directly or indirectly invest in, manage, operate, join or control as a partner, stockholder, consultant or otherwise, any Person that engages in any type of automobile rental business (including, without limitation, the general use, Local Business and Replacement Business), provided, however, that, it shall not be deemed to be a violation of this Section 6.12 for whatever reason(i) the Shareholders to acquire, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor an interest in or invest in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation Person whose business, at the time of such acquisition or investment, derives less than 5% of its revenues from the daily general use automobile rental business; (ii) the Shareholders to invest in securities, which is are publicly traded or listed on any securities exchange or automated quotation system, of any Person engaged in such the daily general use automobile rental business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has such investment is solely as a passive investor and not with the purpose or intent of controlling or managing such Person and which constitute no active role in more than 5% of the publicly ownedoutstanding securities of the same class of the issuer thereof; (iii) Normxx X. Xxxxx xxx Willxxx X. Xxxxx, and traded company as directorXx., employeexx provide legal services to any automobile rental business; and/or (iv) Willxxx X. Xxxxx, consultant or otherwise, 4.1.2Xx. during the term of this Agreement and for a period of 12 months following its terminationxx, he will not, (i) directly or indirectly, including personally invest in, manage, operate, join or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company control as a partner, stockholder, consultant on or otherwise any Person that engages in the date of automobile business. (b) The Shareholders, Republic and each Republic Subsidiary has independently consulted with its counsel and after such termination or during consultation agrees that the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein in this Section 6.12 are reasonable and necessary to protect proper. It is the goodwill, property desire and Proprietary Information intent of the Company, and parties that the operations and business provisions of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 6.12 shall for be enforced to the fullest extent permissible under applicable Law. If all or part of this Section 6.12 is held invalid, illegal or incapable of being enforced by any reason be held Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. If any part of this Section 6.12 is finally determined in a proceeding by a Governmental Authority to be excessively broad with regard as to timeduration, geographic scope scope, activity or activitysubject, the term shall such part will be construed in a manner to enable by limiting and reducing it so as to be enforced enforceable to the maximum extent compatible with applicable lawLaw. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of As a condition precedent to HK's obligation to enter into and perform its obligations under the Employee’s rights and benefits hereunderMerger Agreement, and in order to enable the Company to effectively protect its Proprietary Information, the Employee each Shareholder agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for (a) For a period of twelve five (125) months following termination thereof for whatever reasonyears after the Closing Date (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as ownercurrently conducted by or as proposed to be conducted by the Company and its Subsidiaries, partnerincluding but not limited to the design, joint venturermanufacture, stockholdermarketing, employeedistribution, service providerlicensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, brokerthe term "participate" includes any direct or indirect interest in any enterprise, agent, principal, corporate whether as an officer, director, licensor employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other capacity whatever engage in,lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, be employed by, such Shareholder shall not solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as person who was an employee of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. Business during the term of this Agreement and for a one year period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on immediately preceding the date of such termination solicitation or during hire without the preceding six months; or (ii) solicit from the clients prior written consent of the Company and Parent. (d) If at the time of enforcement of this Section 8, a court holds that the duration, scope, geographic area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions. (e) Such Shareholder recognizes and affirms that in the event of breach of any business in competition with of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that involves activities in which the Company was engaged and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or had already planned actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to be engaged during the term enforce or prevent any violations (whether anticipatory, continuing or future) of the employee’s employment 4.2. The Employee specifically acknowledgesprovisions of Section 8 (including, stipulates and agrees as follows: without limitation, the extension of the Non-Competition Period by a period equal to (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information length of the Company, and the operations and business violation of Company, and this Section 8 plus (ii) the time duration length of the protective covenants is reasonable and any court proceedings necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Companystop such violation). Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in In the event of a breach or a threatened breach violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such provisions, the Company may also, in addition to any other remedies which may be available Shareholder's obligations under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee this Section 8) shall be entitled tolled with respect to keep receiving royalties as per such Shareholder during the Other Inventionscontinuance of any actual breach or violation.

Non-Competition. 4.1. In consideration For the Restricted Period, Parent and the Sellers shall not, and shall not permit any of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonother Restricted Seller Parties to, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor operate or engage in any other capacity whatever engage in,, be employed by, or any business or venture enterprise that is engaged in any activities competing with products providing contracted physical, occupational and speech-language therapy services to third-party (i) skilled nursing facilities, (ii) assisted living and senior care centers, (iii) pediatric centers or services offered by (iv) continuing care retirement communities (each, a “Restricted Line of Business”) within the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationUnited States; provided, however, that the Employee Sellers or any other Restricted Seller Parties may own securities operate or engage in any Restricted Line of Business in connection with any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in business that is acquired after the date hereof but prior to the expiration of the Restricted Period as a result of any business in which he is an officer, director or shareholder, for acquisition of any purpose or in any place, employ any person employed Person consummated by the Company Sellers or retained by the Company as a consultant on the date any of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, their Affiliates and (ii) the time duration current or future hospital joint venture of the protective covenants Sellers or their Affiliates to the extent such operation or engagement in such Restricted Line of Business is reasonable and necessary ancillary to protect the goodwill and the operations and business of Companysuch joint venture and conducted in a manner that is consistent with past or current practice. Notwithstanding the foregoing, solely in respect of clause (i) above, to the extent such operation or engagement in such Restricted Line of Business (x) exceeds 50% of the acquired Person’s total revenues for the last reportable twelve-month period prior to the date of acquisition (“TTM Revenue”), no Seller or any Affiliate thereof may consummate the proposed acquisition without obtaining the Buyer’s prior written consent (which may be withheld and/or conditioned by the Buyer in the Buyer’s sole discretion) to the consummation of such acquisition, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one (y) (A) generates $25,000,000 or more of the terms contained acquired Person’s TTM Revenue, or (B) exceeds 20% of the acquired Person’s TTM Revenue, the Sellers shall (and/or shall cause their Affiliates to) use commercially reasonable efforts to dispose of the Restricted Line of Business within one (1) year of the date of acquisition; provided, that with respect to this clause (y), if Select conducts a competitive auction in this Section 4 order to dispose of the Restricted Line of Business, Select will provide notice of any such auction and shall for provide the Buyer with the opportunity, subject to the Buyer entering into a customary confidentiality agreement with Select covering any reason be held confidential information to be excessively broad furnished by Select with regard respect to timesuch Restricted Line of Business, geographic scope or activity, the term shall be construed to participate in a manner to enable it to be enforced to the extent compatible with applicable lawsuch auction. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights The Optionee covenants and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, that during the term of this Agreement Optionee’s Employment and for a period of twenty-four (24) months (and such period shall be tolled on a day-to-day basis for each day during which the Optionee participates in any activity in violation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Optionee (for whatever reason), the Optionee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as defined below), own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, shareholder, partner, director, consultant, agent or otherwise with, or have any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with the Business of the Company or any of its Immediate Affiliates (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 5(a) shall prevent the Optionee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 5(a), the “Business of the Company or any of its Immediate Affiliates” is that of (i) arts and crafts, (ii) framing specialty retailer, (iii) wholesaler providing materials, ideas and education for (x) creative activities, and (y) framing, as well as (iv) any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months following immediately preceding the Optionee’s termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationEmployment; provided, however, that the Employee may own securities term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of any corporation which is engaged in such business arts and is publicly owned crafts, or framing products and traded but in an amount not to exceed at any one time one percent of any class of stock or securities services (aggregated with the gross receipts derived from the retail and wholesale sale of such companyproducts or any related business, so long as he has no active role in venture or activity) are less than ten percent (10%) of the publicly ownedaggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities other geographic area in which the Company or any of its Immediate Affiliates was engaged doing business or had already planned actively planning to be engaged do business at any time during the term Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as followsfollowing: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information a direct or indirect subsidiary of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced parent to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of or (iii) a breach direct or a threatened breach of any indirect subsidiary of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsa parent. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1A. Subject to Article 2. In consideration of the B. below, Employee, during Employee’s rights and benefits hereunderperiod of employment with ARAMARK, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months one year following the voluntary or involuntary termination thereof for whatever reasonof employment, shall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, stockholdershareholder, associate, employee, service providermember, brokerconsultant, agentcontractor or otherwise), principalor acquire or maintain ownership interest in, corporate officerany Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s employment. For purposes of this Agreement, director“Business” shall be defined as a person, licensor corporation, firm, LLC, partnership, joint venture or other entity. Nothing in any other capacity whatever 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 outstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above, shall apply to (i) all fifty states, and (ii) each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company (x) during Employee’s employment with period of employment, or (y) in the Company, case of a termination of employment, as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the effective date of such termination or at any time during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company twenty-four month period prior thereto. C. Employee acknowledges that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein these restrictions are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. NeverthelessARAMARK, if any one or more and that enforcement of the terms contained provisions set forth in this Section 4 shall for any reason be held Article 2 will not unnecessarily or unreasonably impair Employee’s ability to be excessively broad obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with regard to timeARAMARK. Further, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for breach Cause; as a result of the provisions elimination of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach employee’s position; for performance-related issues; or a threatened breach of any of such provisions, the Company may also, in addition to for any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsreason or no reason at all. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights (a) Employee hereby covenants and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, that during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged collects the Severance Package provided in such business and is publicly owned and traded but in an amount Section 3 above, Employee shall not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectlyindirectly (whether through a partnership of which the Employee is a partner or through any other individual or entity in which Employee has any interest, including personally legal or equitable, engage in any business in which he is an officercompetitive with the business of the Surviving Entity, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) directly or indirectly (whether through a partnership of which Employee is a partner or through any other individual or entity in which Employee has any interest, legal or equitable), solicit from the or otherwise engage with any customers or clients of the Company Surviving Entity, in any transactions which are competitors with the software business of the Surviving Entity which the Surviving Entity did engage in with those customers or clients, or (iii) directly or indirectly (whether through an partnership of which Employee is a partner or through any other individual or entity in which Employee has an interest, legal or equitable, assist any person in the development, programming, servicing, maintenance, manufacture, sale, licensing, distribution or marketing (including, without limitation, giving away software) of software and related products in competition with the Company that involves activities Surviving Entity's products, in which each case in the Company was engaged United States of America or had already planned any country where the Surviving Entity, or its subsidiaries or affiliates are doing business with respect to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledgesSurviving Entity's products and services, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business in each case excluding passive investment interests of Company. Neverthelessless than two percent (2%) in corporations whose stock is registered under the Securities Exchange Act of 1934, if any one or more as amended. (b) Employee understands that a breach by him of the terms contained in this Section 4 shall for any reason may cause substantial injury to the Surviving Entity, which may be held irreparable and/or in amounts difficult or impossible to be excessively broad with regard to timeascertain, geographic scope or activityand that in the event Employee breaches this Section 4, the term Surviving Entity shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees thathave, in addition to all of the other remedies available to Company in the event of a breach of this Agreement, the right to injunctive or a threatened breach other equitable relief. Further, Employee acknowledges and agrees that the restrictions and commitments set forth in this Agreement are necessary to protect the Surviving Entity's legitimate interests and are reasonable in scope, area and time, and that if, despite this acknowledgement and agreement, at the time of the enforcement of any provision of this Agreement a court of competent jurisdiction shall hold that the period or scope of such provisionsprovision is unreasonable under the circumstances then existing, the Company may also, maximum reasonable period or scope under such circumstances shall be substituted for the period or scope stated in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsprovision. 4.4. The Company hereby acknowledges that the (c) Should Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever breach this Section 4, all severance payments shall cease immediately, and the Employee Surviving Entity shall be entitled to keep receiving royalties as per the Other Inventionspursue all other available legal or equitable remedies.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for For a period of twelve two (122) months following termination thereof for whatever reasonyears after the Closing, neither Seller nor any of its Affiliates shall, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or engage in any other capacity whatever engage in,, be employed by, business in North America with respect to manufacturing or selling any business or venture that is engaged in products which are the same as any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination Products as in existence on the date of his employment, hereof through and including the Closing Date in sales to be offered or produced within customers in the Quick Service Restaurant and Food Service Distribution businesses (a reasonable time following such termination“Prohibited Business”); provided, however, that the Employee may own securities nothing in this Section 5.9 shall prohibit or prevent Seller or any of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise,its Affiliates from: 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectlycontinuing to conduct any business it is currently conducting that is not part of the Business and which would constitute a Prohibited Business, including personally or provided that revenues attributed to such business shall not in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or twelve month period exceed Fifteen Million Dollars ($15,000,000); (ii) solicit from selling boxboard used to make the clients Products or used to make any other items to any Person, including competitors of the Company Business; (iii) owning or acquiring up to an aggregate of 10% of the ownership interest of any entity engaged in any Prohibited Business or making passive investments in the ordinary course of business in competition with the Company investment funds that involves activities make investments in which the Company was entities engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledgesin any Prohibited Business, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees provided that, in addition to all either case, none of such Persons is active in the management or governance of such entity; or (iv) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition; provided, (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 25% of the remedies available to Company in total revenues of such entity or business for such period; and (y) no later than 12 months after such acquisition, the event of applicable acquiring Person shall have entered into an agreement providing for a breach or a threatened breach divestiture of any Prohibited Business so acquired, so that following the closing of such provisions, divestiture the Company may also, activities of the entity or business so acquired will once again be in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionscompliance with this Section 5.9. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12a) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, For so long as he has no active role any Person is a Partner of the Partnership, and for one year thereafter, such Person shall not (and shall cause its Cable Affiliates not to) engage in (or seek to engage in) the business of acquiring, owning, financing, investing in, maintaining, operating or managing cable television systems, SMATV, MMDS, LMDS (and other similar systems) for the distribution of multi-channel video programming, other than direct broadcast satellite services to retail customers, in each case serving a municipality listed on Schedules 1 or 2 or the portion of a county listed on Schedules 1 or 2 that is served by the Partnership’s Systems (other than the business of acting as General Manager) (the “Business”) or acquire or invest in (or seek to acquire or invest in) any Person engaged in the publicly owned, and traded company as director, employee, consultant Business other than through the Partnership or otherwise,its Subsidiaries. 4.1.2. during (b) Notwithstanding the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employmentforegoing: 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect provisions of Section 6.2(a) shall terminate upon the goodwill, property and Proprietary Information termination of the CompanyPartnership due to an Event of Termination, and provided that, in the operations and business event the Partnership is terminated as a result of Companyany Event of Default, and the provisions of Section 6.2(a) shall continue for one year after such date of termination with respect to the Partner, or Cable Affiliate thereof, whose act or failure to act resulted in such Event of Default; (ii) any Partner (or Cable Affiliate thereof) may, without breaching the time duration provisions of Section 6.2(a), own and invest in any securities of any Person whose common equity securities are registered pursuant to Sections 12(b) or 12(g) of the protective covenants is reasonable Securities Exchange Act of 1934, as amended, provided that such Partner and necessary to protect its Cable Affiliates (A) do not Control such Person and (B) do not own, in the goodwill and the operations and business of Companyaggregate, and does not impose a greater restrain more than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more 5% of the terms contained common equity securities of such Person; (iii) any Partner (or Cable Affiliate thereof) may, without breaching the provisions of Section 6.2(a), own, invest in this or otherwise engage in any Business in which the Partnership is precluded from engaging (by rule, regulation, law, order, judgment, decree or contract) by virtue of the Partnership’s affiliation with any of the other Partners (other than such Partner’s Related Partner); (iv) any Partner (or Cable Affiliate thereof) may, without breaching the provisions of Section 4 shall for 6.2(a), own any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced Beneficial Assets to the extent compatible with applicable law.contemplated by the Contribution Agreement; 4.3. The Employee acknowledges (v) in the event that any Person breaches the provisions of Section 6.2(a) by virtue of an investment in another Person that engages in the Business (a “Competing Business”), then, provided that the legal remedies for annual revenues derived from such Competing Business are less than 10% of the total revenues of the Person in which such investment is made, such breaching Person shall have a reasonable opportunity to cure such breach by disposing of the assets comprising the Competing Business or by transferring the Competing Business, or the economic benefits derived therefrom, to the Partnership; (vi) no Partner (or Cable Affiliate thereof) shall be deemed to be in breach of the provisions of Section 6.2(a) by virtue of any action by a Person in which such Partner (or Cable Affiliate) has from time to time a non-Controlling investment; provided, that such Partner or its Cable Affiliate shall have used its reasonable best efforts (including through the Agreement may be found inadequate and therefore agrees thatexercise of any contractual or veto rights available to it or, in addition the case of future investments, the negotiation of appropriate restrictions) to all prevent such Person from engaging in the Business; (vii) if a Partner is required under Section 7.5(c) to continue to own a portion of its Interest in the Partnership, the provisions of Section 6.2(a) shall cease to apply to such Partner on the date that is one year following the date of the remedies available to Company in the event of a breach or a threatened breach earliest Transfer of any portion of such provisions, Partner’s Interest (or the Company Interest of such Partner’s Related Partner) pursuant to Section 7.5(c); and (viii) TCINS may also, in addition continue to any other remedies which may provide service to the Brazosport Independent School District and Nederland Independent School District under the agreements between TCINS and such School Districts that are to be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsattached to the Excess Capacity Leases. 4.4. (c) The Company hereby acknowledges parties agree that the Employee has other inventions on which he eceives royalties restrictions applicable to TWC under this Section 6.2 shall, notwithstanding that TWC is a division of TWE, be binding solely uxxx XXX, XXX shall be deemed to be a “stand alone” legal entity for all purposes of this Section 6.2 and other patents the restrictions under his name (“Other Inventions’’). The Other Inventions this Section 6.2 will not be considered as competition with bind TWE, other than to the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventionsextent any business or assets of TWE are included within TWC for internal reporting purposes.

Non-Competition. 4.1. In consideration of (i) During the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary InformationNon-Compete Period, the Employee agrees and undertakes that: 4.1.1. he will Executive shall not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectlyindirectly through an intermediary, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor (A) solicit or in encourage any other capacity whatever engage in,, be employed byclient 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 a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or venture that 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 engaged in derived from any activities competing with products 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 “Material Business”) or (ii) the services offered 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 during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationAffiliate; provided, however, that following a Change in Control, this Section 7(d)(i)(B) shall not apply to the Employee Executive, or (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own own, as a passive investor, securities of any corporation which is engaged in such business and is entity that has outstanding publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role his direct holdings in any such entity shall not in the publicly ownedaggregate constitute more than 5% of the voting power of such entity and does not otherwise violate any Company or Company Affiliate policy applicable to Executive. For purposes of this Section 7(d), a “client or customer” shall be limited to any actual borrower, customer or client of the Employer or any Company Affiliate (as set forth in the Employer’s CAM or substantially similar successor or other system) and traded company 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, before providing services, whether as directoran employee or consultant, employee, consultant or otherwise, 4.1.2. to any entity during the term Non-Compete Period, 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 result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) 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 period of 12 months following its termination, he will not, (i) directly time or indirectly, including personally over too great a geographical area or by reason of their being too extensive in any business in which he is an officerother respect, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (iiSection 7(d)(i) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned shall be modified to be engaged during effective for the term maximum period of time for which it may be enforceable and over the employee’s employment 4.2. The Employee specifically acknowledges, stipulates maximum geographical area as to which it may be enforceable and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the maximum extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement in all other respects as to which it may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsenforceable. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for (a) For a period of twelve (12) months three years following termination thereof for whatever reasonthe Company's initial public offering, Microsoft will not engage directly or indirectlyindirectly in the Expedia Business with (unless otherwise expressly agreed to by the parties), or form, or enter into any agreement with any third party for an investment in, any entity listed on Schedule B hereto, as ownersuch schedule may be amended from time to time. (b) For a period of three years following the Company's initial public offering, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor Microsoft will not engage directly or indirectly in any other capacity whatever engage in,, be employed bythe Expedia Business with (unless otherwise expressly agreed to by the parties), or form, or enter into any agreement with any third party for an investment of greater than 4.9% in, any entity other than Expedia which is primarily engaged in a business or venture which competes directly with the Expedia Business (a "Competing Entity"). For purposes of clarification, an entity is a Competing Entity only to the extent that the consolidated revenues derived from the portion of the entity's business that is within the scope of the Expedia Business is greater than 50% of the total consolidated revenues of such entity. (c) Notwithstanding the preceding paragraph, a "Competing Entity" shall not include an entity which (i) is headquartered in a country other than the United States, and (ii) is engaged in any activities competing with products the Expedia Business in a country other than the United States where Expedia does not conduct the Expedia Business or services offered by has notified Microsoft in writing that it has no intention to conduct the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged Expedia Business in such business and is publicly owned and traded but country. For purposes of clarification, there shall be no limitation on the size of Microsoft's investment in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise,these entities. 4.1.2. during the term (d) For purposes of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as followssection: (i) the protective covenants set forth herein are reasonable and necessary to protect revenues of an entity shall be determined on the goodwill, property and Proprietary Information basis of financial information for the Company, and the operations and business most recent period of Companytwelve months for which financial information is available, and (ii) the time duration "Expedia Business" shall mean any online service for reserving or purchasing travel services (e.g., airline tickets, hotel rooms, rental cars, cruises, and resort vacation packages) accessed with an interactive Competing Entity, or (ii) acquiring any entity (an "Acquired Entity") which derives 50% or less of its consolidated revenues from activities within the scope of the protective covenants is Expedia Business, provided that Microsoft shall use commercially reasonable efforts to cause the Acquired Entity to utilize Expedia technology, products and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced services to the extent compatible with applicable lawpracticable in substitution for travel- related technology, products and services provided by such Acquired Entity or third party provider prior to the acquisition. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration As a material inducement to the Buyer’s consummation of the Employee’s rights and benefits hereunderContemplated Transactions, and in order to enable the Company to effectively protect its Proprietary Informationincluding, without limitation, the Employee agrees Buyer’s acquisition of the goodwill associated with the business of the Company, each of the Principal Stockholders, agree as to subsections (a)-(d) below. Notwithstanding anything to the contrary contained herein, except as set forth in Section 6.5(a), to the extent of any conflict between Section 9 of the Employment Agreements and undertakes that:this Section 6.5, the terms hereof shall control. 4.1.1. he (a) Such Principal Stockholder will not, during the term of this Agreement and for a period of twelve two (122) months years following termination thereof for whatever reasonthe Closing Date (or, with respect to each Principal Stockholder, if longer, co-terminus with the non-compete provisions in the Principal Stockholder’s Employment Agreement) (computed by excluding from such computation any time during which such Principal Stockholder is found by a court of competent jurisdiction to have been in violation of any provision of this Section 6.5(a)) (the “Restricted Period”), directly or indirectly, for himself or on behalf of or in conjunction with any other Person, engage in, invest in or otherwise participate in (whether as an owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor manager, consultant, independent contractor, agent, partner, advisor, or in any other capacity whatever engage in,capacity) any business that competes with the business of the Company (such business, be employed bythe “Restricted Business”) in any Restricted Area, or at any time following the Closing Date make any use of any Company Intellectual Property other than in connection with the business of the Company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the acquisition as a passive investment of not more than five percent (5%) of the capital stock of a competing business whose stock is traded on a national securities exchange or venture that over-the-counter and shall not be deemed to prohibit the acquisition of any capital stock of the Buyer. (b) Such Principal Stockholder will not, for a period of two (2) years following the Closing Date (or, with respect to each Principal Stockholder, if longer, co-terminus with the non-solicitation provisions in the Principal Stockholder’s Employment Agreement) (computed by excluding from such computation any time during which such Principal Stockholder is engaged found by a court of competent jurisdiction to have been in violation of any provision of this Section 6.5(b)), directly or indirectly, for himself or on behalf of or in conjunction with any other Person, (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any activities competing manner with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2strategic partner (i.e., a Person (including its employees, as applicable) with whom a Restricted Entity has a collaborative joint working arrangement such as a joint venture) of any of the Buyer, the Company, or any of the Buyer’s subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or other such general solicitation not specifically targeted at any such Person, (ii) induce or request any customer (i.e., a Person who purchases the goods or contracts for services from a Restricted Entity, whether as the consumer or end user or as a reseller or vendor) of any Restricted Entity to reduce, cancel or terminate its business with such Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any of its customers, or (iii) solicit or accept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 6.5(b), a Person shall be deemed to be an employee, consultant, strategic partner or customer of any Restricted Entity if any such relationship existed or exists at any time (A) during the term thirty (30) days prior to the execution of this Agreement or (B) after the Closing Date and for during the operation of this provision, and any such Person shall cease to have the applicable status one year after the termination of any such relationship. (c) Such Principal Stockholder agrees that the foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among other things, the Buyer’s acquisition of the goodwill associated with the business of the Company. If a judicial or arbitral determination is made that any provision of this Section 6.5 constitutes an unreasonable or otherwise unenforceable restriction against a Principal Stockholder, then the provisions of this Section 6.5 shall be rendered void with respect to such Principal Stockholder only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 6.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of 12 months following its terminationany such agreements and to apply the remaining provisions of this Section 6.5 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 6.5 is determined not to be specifically enforceable, the Buyer may be entitled to recover monetary damages as a result of the breach of such agreement. (d) Such Principal Stockholder acknowledges that he has carefully read and considered the provisions of this Section 6.5. Such Principal Stockholder acknowledges that he has received and will notreceive sufficient consideration and other benefits to justify the restrictions in this Section 6.5. Such Principal Stockholder also acknowledges and understands that these restrictions are reasonably necessary to protect interests of the Buyer, (i) directly or indirectlyincluding, including personally or without limitation, protection of the goodwill acquired, and such Principal Stockholder acknowledges that such restrictions will not prevent him from conducting businesses that are not included in any business the Restricted Business set forth in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed this Section 6.5 during the periods covered by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective restrictive covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.36.5. The Employee Such Principal Stockholder also acknowledges that the legal remedies Contemplated Transactions constitute full and adequate consideration for breach the execution and enforceability of the provisions of the Agreement may be found inadequate and therefore agrees that, restrictions set forth in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsthis Section 6.5. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) During the Term and for a Twenty-four (24) month period following the date the employment of the Employee’s rights and benefits hereunder, and in order to enable Employee by the Company or any of its affiliates has ended (whether or not such employment is pursuant to effectively protect its Proprietary Informationthis Agreement), the Employee agrees and undertakes that: 4.1.1. he will not, during unless acting pursuant hereto or with the term prior written consent of this Agreement and for a period the Board of twelve (12) months following termination thereof for whatever reasonDirectors of the Company, directly or indirectly, own, manage, operate, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate an officer, director, licensor partner, principal or otherwise with any business or enterprise engaged within any portion of the United States in the internet telephony business or in any other capacity whatever engage in,, be employed by, or any business or venture that is in which the Company was engaged in any activities competing with products or services offered at the date of termination of Employee's employment by the Company during Employee’s or at any time for one year after termination of employment with the Company, , as . It is recognized by Employee that the business of the termination date Company and Employee's connection therewith is or will be involved in internet site and internet telephony activity throughout the United States, and that more limited geographical limitations on this non-competition covenant and the non- solicitation covenant set forth in Section 6 hereof are therefore not appropriate. (b) The foregoing restrictions shall not be construed to prohibit the ownership by Employee of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own not more than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, provided that such business ownership represents a passive investment and is publicly owned and traded but that neither Employee nor any group of persons including Employee in an amount not to exceed at any one time one percent of any class of stock or securities of such companyway, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) either directly or indirectly, including personally manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a security owner, or seeks to do any business in which he of the foregoing. (c) In the event that Employee is an officer, director or shareholder, for any purpose or in any place, employ any person employed terminated Without Cause by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned pursuant to Section 8.4 and Employee desires to be engaged during by a company (the term "Prospective Employer") in violation of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable in Section 5(a) above, Employee may request a waiver of Section 5(a) and necessary to protect the goodwill, property Section 5(b) above and Proprietary Information of such waiver shall be granted by the Company. Cirilium Holdings, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.Inc. EEA 6

Non-Competition. 4.1. In consideration During the period commencing on the Closing Date and ending on the fourth anniversary of the Employee’s rights and benefits hereunderClosing Date, and in order to enable without the Company to effectively protect its Proprietary Informationexpress prior written consent of the Purchaser, the Employee Seller agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonnot to, directly or indirectly, as ownerown, partnercontrol, joint venturermanage, stockholderoperate or participate in, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture entity that engages in the Business (the “Competing Activities”). This Section 5.11(b) shall not prevent or preclude the Seller and its Affiliates from (i) acquiring an interest or investing in (including by merger, acquisition, sale of assets or otherwise) any Person listed on a national securities exchange or publicly traded in the over the counter market that engages in any Competing Activities if such interest or investment constitutes less than five per cent (5%) of the outstanding voting securities or other equity interests of such Person, (ii) acquiring an interest or investing in (including by merger, acquisition, sale of assets or otherwise) any Person or business that engages in any Competing Activities, provided that (x) the Seller or such Affiliate is a passive investor and does not directly or indirectly control the activities or management of such Person or business and (y) such ownership stake does not exceed 49% of such Person or business, (iii) acquiring any business or equity interest in any Person that is, among other things, engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such companyCompeting Activities, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant percentage of revenues of such business or otherwise, 4.1.2. Person attributable to the Competing Activities during the term preceding fiscal year represents less than 20% of this Agreement such business’ or Person’s total revenues during such period (based on such business’ or Person’s latest financial statements) or (iv) engaging in, selling or providing any activity, publication, product service and/or business of the Seller or any of its Affiliates (including its businesses known as Standard & Poor’s Rating Services, S&P Capital IQ and for a period of 12 months following its terminationSNL, he will notPlatts and S&P/Dow Xxxxx indices) as conducted, (i) directly published or indirectly, including personally or engaged in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination hereof (or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawnatural extensions thereof). 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunderThe Seller agrees that, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve five (125) months following termination thereof for whatever reasonyears after the Closing (the “Restriction Period”), the Seller shall not, directly or indirectly, and shall not permit any of the Seller’s controlled Affiliates to, directly or indirectly, either for the Seller or any other Person, engage in, own, operate, manage, control, invest in or participate in any manner, act as ownera consultant or advisor to, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor render services for (alone or in association with any other capacity whatever engage in,, be employed byPerson), or any business or venture that is engaged otherwise assist in any activities competing with products manner any Person that engages in or owns, operates, manages, controls, invests in or participates in, the business of (i) providing home healthcare or hospice services offered (the “Restricted Services”) or (ii) acquiring companies which provide the Restricted Services (the business of (i) or (ii), a “Competing Business”) anywhere in the United States (the “Restricted Area”); provided that ownership of five percent (5%) or less of any class of securities of a company whose securities are registered under the Securities Exchange Act of 1934, as amended, and listed on any national security exchange shall not be deemed, by itself, to constitute engagement in, ownership, operation, management, control, investment in or participation in a Competing Business. Notwithstanding the Company during Employeeforegoing, in the event that the Seller’s employment with the CompanyCompany is terminated without Cause or for Good Reason (as such terms are defined in the Amended and Restated Senior Management Agreement by and among the Seller, the Company and the other parties thereto, dated as of the termination date of his employmenthereof), to be offered then (x) the Restricted Services shall include only those home healthcare or produced within a reasonable time following such termination; provided, however, hospice services that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed are provided by the Company or retained by the Company Acquired Companies as a consultant on of the date of such Seller’s termination or during of employment and (y) the preceding six months; Restricted Area shall be reduced to include only those geographic areas where the Acquired Companies conduct the Competing Business as of the date of such Seller’s termination of employment. For the avoidance of doubt, nothing in this Agreement shall prevent the Seller from (a) fulfilling the Seller’s obligations under the Memorandum of Agreement by and between Homecare Homebase, LLC (“HCHB”) and the Seller dated November 25, 2013 or (iib) solicit from the clients of the Company any business in competition otherwise performing her duties and responsibilities for HCHB, consistent with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term nature and scope of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates such duties and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced responsibilities immediately prior to the extent compatible with applicable lawClosing Date. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) From the Closing Date until the two-year anniversary thereof, without the prior written consent of the Employee’s rights and benefits hereunderPurchaser, and in order subject to enable the Company to effectively protect its Proprietary InformationSection 6.4(b), the Employee agrees Sellers shall not, and undertakes that: 4.1.1. he shall procure that their Subsidiaries will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, own, control, manage or operate any business that provides software (and related support, hosting and maintenance) to operate trading networks connecting brokers, traders and/or exchanges for the power, natural gas, coal, emissions, freight, oil and iron ore markets in Europe, in each case substantially as ownerconducted at Closing by the Trayport Companies (a “Competing Business”). (b) Nothing in Section 6.4(a) shall preclude Sellers or any of their Affiliates from: (i) collectively owning ten percent (10%) or less of the outstanding securities of any Person; (ii) acquiring and, partnerafter such acquisition, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or owning an interest in any other capacity whatever engage in,Person (or its successor) that, be employed bytogether with its Subsidiaries, is engaged, directly or any business or venture that is engaged indirectly, in a Competing Business if such Competing Business generated less than ten percent (10%) of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; (iii) acquiring and, after such acquisition, owning an interest in any activities competing Person (or its successor) that, together with products its Subsidiaries, is engaged, directly or services offered by indirectly, in a Competing Business if such Competing Business generated more than ten percent (10%), but less than twenty percent (20%), of such Person’s consolidated annual revenues in the Company during Employee’s employment with last completed fiscal year of such Person; provided that Sellers shall enter into a definitive agreement to cause the Company, , as divestiture of the termination Competing Business within one (1) year after the consummation of such acquisition and has completed such disposition within eighteen (18) months of the date of his employment, to be offered or produced within a reasonable time following such terminationdefinitive agreement (the “Divestiture Period”); provided, howeverfurther, that if such divestiture has not been consummated due to (x) any applicable waiting period (including extension thereof) applicable to such divestiture under any Regulatory Law, or under any other applicable Law not having expired or been terminated, or (y) the Employee may own securities failure to procure or obtain any required governmental or regulatory consents, approvals, permits or authorizations applicable to such divestiture, then the Divestiture Period will automatically be extended so that it expires one (1) week following the later of the expiration or termination of such waiting period and the procurement or obtainment of such consents, approvals, permits and authorizations; provided that in no event shall the Divestiture Period extend beyond thirty (30) months following the acquisition of the Competing Business; (iv) engaging in any activity that constitutes an immaterial, or non-recurring inadvertent, breach or violation of its obligations pursuant to Section 6.4(a); provided that, upon receiving notice of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of breach, the breaching party promptly ceases the activity causing such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise,breach; and 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (iv) directly or indirectly, including personally conducting or engaging in any brokerage business, trading business in which he is and/or an officerexchange, director or shareholderowning, for controlling, managing or operating any purpose business that such Person (other than the Trayport Companies) owns, controls, manages or in any place, employ any person employed by the Company or retained by the Company operates as a consultant on of the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawhereof. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) Each Stockholder hereby agrees that during the Restricted Period, except in regards to the Stockholder's proper performance of his or her duties as an employee of the Employee’s rights and benefits hereunderPurchaser or its successor or any of its Affiliates, and such Stockholder shall not, directly or indirectly: (i) engage in order to enable the business which the Company is engaged in or has been engaged in prior to effectively protect Closing in the Restricted Territory, including providing funds for the same; (ii) provide services routinely performed for customers (directly or indirectly) in the operation of the Company ("Services") in the Restricted Territory; (iii) solicit any Customer for purposes of providing Services; (iv) accept as a customer any Customer for purposes of providing Services; (v) induce or attempt to induce any Company employee to terminate his employment with the Purchaser or any of its Proprietary InformationAffiliates; (vi) employ, or engage as an independent contractor, any employee of the Employee agrees Company; (vii) interfere with the business relationship between a Customer or Company employee and undertakes that:the Purchaser or any of its Affiliates; or 4.1.1. he will not(viii) encourage any Person to engage in any of the foregoing activities, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonincluding but not limited to providing financing, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in for any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; foregoing activities. provided, however, that the Employee may own securities foregoing will not restrict the ability of any corporation which is engaged in such business and is publicly owned and traded but in an amount not the Stockholder to exceed at any one time one purchase or otherwise acquire up to five percent of any class of stock or securities of such company, so long as he has no active role any enterprise (but without otherwise participating in the publicly ownedactivities of such enterprise) if such securities have been registered under Section 12(b) or 12(g) of the Securities Exchange Act. (b) Each Stockholder hereby agrees that the covenants in this Agreement are reasonable given the real and potential competition encountered (and reasonably expected to be encountered) by the Purchaser and the substantial knowledge and goodwill such Stockholder has acquired with respect to the Company's business. Notwithstanding the foregoing, and traded company as director, employee, consultant or otherwise, 4.1.2. during in the term event that at the time of enforcement of any provision of this Agreement and for Section 6.07 a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill court or other business interests of Company. Nevertheless, if any one or more of tribunal will hold that the terms contained restrictions in this Section 4 shall for any reason be held to be excessively broad with regard to time6.07 are unreasonable or unenforceable under circumstances then existing, geographic the parties agree that the maximum period, scope or activitygeographical area reasonable under such circumstances will be substituted for the stated period, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawscope or area. 4.3. (c) The Employee acknowledges parties agree that in the legal remedies for event of any breach by a Stockholder of any of the provisions of the Agreement may this Section 6.07, money damages would be found inadequate and therefore agrees thatthe Purchaser would have no adequate remedy at law. Accordingly, notwithstanding anything to the contrary contained in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisionsthis Agreement (including Article VII), the Company may alsoparties agree that the Purchaser will have the right, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever rights and the Employee shall be entitled obligations under this Section 6.07, to keep receiving royalties as per seek an adequate remedy for such, not only by an action for damages but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the Other Inventionsprovisions of this Section 6.07.

Non-Competition. 4.1. In consideration of The parties have negotiated the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term non-competition provisions of this Agreement as an integral part of the transaction. The merger consideration is substantially higher than the net book value of Jaguar, resulting in substantial "goodwill" being paid by Central for the ongoing prospects of Jaguar's business. The Employees acknowledge that the Central is willing to pay the merger consideration and proceed with the transaction because of Jaguar's customer relationships, growth potential, and other prospects, and that such prospects would be severely and irreparably harmed by competition from the Employees. The Employees further acknowledge that Central would not have entered into this Agreement without the non-competition provisions contained herein. The Employees willingly agree to the non-competition provisions of Section 6.05(b) hereof as consideration for a period the merger consideration and agree that the non-competition provisions are reasonable and are necessary to induce Central to enter into this Agreement. Through the later of twelve (12i) six (6) months following termination thereof for whatever reasonof employment with Central or an affiliate, or (ii) June 30, 2004, each Employee agrees that he will not, directly or indirectly, as ownerexcept in the course of his employment with Central, partneror an affiliate, joint venturerengage or invest in, stockholderown, employeemanage, service provideroperate, brokerfinance, agentcontrol, principalor participate in the ownership, corporate officermanagement, directoroperation, licensor financing, or in any other capacity whatever engage in,control of, be employed by, associated with, or in any manner connected with, lend their name or any similar name to, lend their credit to or render services or advice to, any Competitive Business that engages in business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationUnited States; provided, however, that the Employee each employee may own securities of any corporation which is engaged in such business and is publicly owned and traded purchase or otherwise acquire up to (but in an amount not to exceed at any one time more than) one percent as an aggregate of all such purchases and acquisitions made by such Employee of any class of stock or securities of such company, so long as he has no active role any enterprise (but without otherwise participating in the publicly ownedactivities 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 Securities Exchange Act of 1934; whether for his own account or for the account of any other person, at any time after the Closing, solicit business of the same or similar type being carried on by Central, or an affiliate, from any person that is or was a customer of Central, Jaguar, or any affiliate, whether or not they had personal contact with such person during and traded company by reason of such Employee's employment with Central, Jaguar, or any affiliate; whether for his own account or the account of any other person at any time after Closing, solicit, employ, or otherwise engage as director, an employee, consultant independent contractor, or otherwise, 4.1.2. during the term , any person who is or was an employee of this Agreement and for a period of 12 months following its terminationCentral, he will notJaguar, (i) directly or indirectlyan affiliate, including personally or in any business in which he is manner induce or attempt to induce any employee of Central, Jaguar, or an officeraffiliate to terminate his or her employment with Central, director Jaguar, or shareholderan affiliate; or at any time interfere with the relationship between Central, for or any purpose or in affiliate and any placeother person, employ including any person employed by the Company who at any time was an employee, contractor, supplier, or retained by the Company as a consultant on the date customer of such termination Central, Jaguar, or during the preceding six monthsan affiliate; or (ii) solicit from the clients of the Company at any business in competition with the Company that involves activities in which the Company was engaged time after Closing, disparage Central, Jaguar, or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledgesany affiliate, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisionstheir shareholders, the Company may alsodirectors, in addition to any other remedies which may be available under applicable lawofficers, obtain temporaryemployees, preliminary and permanent injunctions against any and all such actionsor agents. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) During the period beginning at the Closing Date and ending on the date three (3) years following the Closing Date (the “Restricted Period”), NXP covenants and agrees that no member of the Employee’s rights and benefits hereunderNXP Group shall engage in, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor acquire any equity or ownership interest in any other capacity whatever engage in,, be employed by, or any business or venture Person that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationRestricted Business; provided, however, that no member of NXP Group will be deemed to be so engaged solely by reason of (i) any passive investment in a Person to the Employee may own securities extent that such investment does not constitute ownership of any corporation which more than five percent (5%) of the outstanding voting stock of such Person, and no member of the NXP Group is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock the management of, or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant sits on the date board of directors or other governing body of, any such termination or during the preceding six months; Person, or (ii) solicit from selling products, providing services or licensing intellectual property in the clients ordinary course of business to a Person engaged in the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2Restricted Business. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained restrictions in this Section 4 7.10 shall for not apply to the activities of any reason be held to be excessively broad with regard to time, geographic scope Person or activity, business acquired by the term shall be construed in a manner to enable it to be enforced NXP Group after the Closing Date to the extent compatible with applicable law. 4.3and so long as (A) (x) less than twenty percent (20%) (the “Competitive Threshold”) of the annual gross revenues of such acquired Person or business is derived from a Restricted Business; (y) the annual gross revenues of such person or business derived from a Restricted Business are less than $32.5 million; and (z) no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for use by, the acquired Person or business in that Restricted Business or (B) the portion of the acquired Person or business engaged in the Restricted Business (1) is maintained separately from NXP; (2) no Intellectual Property of NXP or its Subsidiaries is transferred or licensed to, or otherwise made available for use by the acquired Person or business in the Restricted Business; and (3) the activities of that Restricted Business are terminated through a winding-down process that is completed no more than six (6) months from the date on which such Person or business is acquired. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate Parties understand and therefore agrees agree that, except as provided in addition this Section 7. 10, NXP and its Subsidiaries are free to all of compete with Trident and its Subsidiaries and the remedies available Companies and their Subsidiaries and to Company in the event of a breach do business with any such Person or a threatened breach of any current or prospective client, customer or supplier of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4Person. The Company hereby acknowledges that provisions in this Section 7.10 shall not restrict the Employee has NXP Group from engaging in any activities currently conducted by NXP and its Affiliates (other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’than the Restricted Business). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) From the Closing Date until the fourth anniversary of the EmployeeClosing Date (the “Restricted Period”), without the Buyer’s rights and benefits hereunderconsent, the Seller shall not, and in order to enable shall cause each of its Subsidiaries (the Company to effectively protect Seller and its Proprietary InformationSubsidiaries, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12“Restricted Party”) months following termination thereof for whatever reasonnot to, directly or indirectlyindirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either as ownera principal, trustee, stockholder, partner, joint venturerventure or otherwise, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any Person), engage in a land-based drilling business that competes with the Company Business, for their own account or for any other capacity whatever engage in,Person, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by state in which the Company during Employee’s employment with operates the Company, , as of Company Business or otherwise had sales immediately prior to the termination date of his employment, to be offered or produced within a reasonable time following such terminationClosing (the “Restricted Business”); provided, however, that the Employee may own securities of any corporation which is engaged nothing in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock this Agreement or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant definition of Restricted Business shall prohibit or otherwise,in any way restrict the Restricted Party’s ability to: 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) engage in the Restricted Business to the extent necessary to perform its duties under this Agreement; (ii) make or maintain passive investments of less than five percent of the outstanding equity securities in any entity engaged in the Restricted Businesses listed for trading on any recognized securities exchange or in the over-the-counter markets; or (iii) acquire the assets or capital stock or other equity interests of or enter into a merger, consolidation of business combination with any other Person engaged in the Restricted Business, provided, however, that the net sales attributable to the Restricted Business conducted by such Person account for less than 25% of the net sales of such Person for its most recently completed fiscal year. (b) The parties agree that this covenant is personal to the Buyer, and the Buyer may not assign or otherwise transfer this covenant, in whole or in part, to any Person other than to other Affiliates of the Buyer. During the Restricted Period, the Seller shall not, and shall cause each of its Affiliates not to, without the prior written consent of the Buyer, directly or indirectly, including personally induce or attempt to induce any customer, reseller, retailer, distributor, supplier, licensee or other Person to cease doing business with the Buyer or the Company or in any business in which he is an officerway interfere with the relationship between any such customer, director reseller, retailer, distributor, supplier, licensee or shareholder, other Person and the Buyer or the Company. (c) The Seller agrees that any remedy at law for any purpose breach by it or in any place, employ any person employed by the Company its Affiliates of Section 4.12(a) or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (iiSection 4.12(b) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to would be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Companyinadequate, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary Buyer shall be entitled to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill injunctive or other business interests of Company. Nevertheless, if any one or more of the terms contained equitable relief in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, case in addition to any other remedies which right the Buyer may be available under applicable lawhave, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4whether at law or in equity. The Company hereby acknowledges Each party intends that the Employee has provisions of this Section 4.12 be enforced under the laws applied in each jurisdiction in which enforcement is sought. If any provision of this Section 4.12 shall be held by a court of competent jurisdiction to be invalid or unenforceable, this Section 4.12 shall be amended to revise the scope of such provision to make it enforceable, if possible, or, if not possible, to delete such provision, in either case, without affecting the other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’)or remaining provisions of this Section 4.12 or this Agreement. The Other Inventions Any invalidity or unenforceability of any provision of this Section 4.12 in a jurisdiction will not be considered as competition with affect the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventionsvalidity or enforceability of that provision in any other jurisdiction.

Non-Competition. 4.1. In consideration of the Employee’s rights Executive acknowledges that: (i) Grom Group operates a social media network designed for children, non-adults and benefits hereunderfamilies, and the principal business activity of (A) Curiosity Ink is producing animated and/or other feature films, television series and physical books for a children, non-adults and families, including by creating original content revitalizing pre-existing intellectual existing properties and (B) Top Draw is the production of animation for films, televisions series and other media (each described in order this clause (b)(i), a "Restricted Business"); (ii) during his employment or association with the Company, Curiosity Ink, Top Draw and/or Grom Group he has or will become familiar with proprietary information, work product, trade secrets and other Confidential Information relating to enable the Company a Restricted Business; and (iii) his services have been and will be of special, unique and extraordinary value to effectively protect its Proprietary Information, the Employee Grom Group. Executive therefore agrees and undertakes that: 4.1.1. he will not, that during the term of this Agreement Employment Period and for a period of twelve one (121) months following termination thereof for whatever reasonyear thereafter (the "Non-Compete Period"), Executive will not directly or indirectlyindirectly own, as ownermanage, partnercontrol, joint venturerparticipate in, stockholderconsult with, employeerender services for, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever manner engage in,in any business which competes either directly or indirectly with Curiosity Inc., be employed byTop Draw or Grom Group in the Restricted Business in any market in which any Grom Group member is then operating, or is or was considering operating at any business or venture that is engaged given point in any activities competing with products or services offered by time during the Employment Period. Nothing in this Section 8(b) will be deemed to prohibit the Executive from having an equity interest in the Company during Employee’s employment with the Company, , or Curiosity Inc. or being a passive owner of less than two percent (2%) of an entity in a competing business as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation described above which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such companytraded, so long as he Executive has no active role direct or indirect participation in such entity. Notwithstanding the foregoing, Executive shall not be subject to the foregoing covenants regarding Restricted Business post-Termination Date in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during event that the term of this Agreement and for a period of 12 months following its termination, he will not, Executive’s employment hereunder is terminated: (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or reason during the preceding six months; first three (3) months of the Initial Term or (ii) solicit from for cause during the clients first six (6) months of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawInitial Term. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In further consideration of the Employee’s rights and benefits compensation to be paid to Executive hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, Executive acknowledges that during the term course of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s his employment with the Company, he will become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its subsidiaries and that his services will be of special, unique and extraordinary value to the Company and its subsidiaries, and therefore, Executive agrees that during the Non-Compete Period he shall not engage in Competition with the Company. As used herein, “Non-Compete Period” means during the Employment Term and continuing until six (6) months following the last day of Executive’s employment. As used herein, “Competition” means to directly or indirectly, in a competitive capacity, own any interest in, manage, operate, control, invest or acquire an interest in, participate in, consult with, render services for, operate or in any manner engage, in a competitive capacity, in any Competitive Business (including any division, group or franchise of a larger organization which is a Competitive Business), whether as a proprietor, owner, member, partner, stockholder, director, manager, officer, executive, consultant, joint venture, investor, sales representative or other participant, that (x) competes with the Company or any of its subsidiaries on the date in question if such action by Executive occurs during the Employment Term or (y) competes with the Company or any of its subsidiaries as of the last day of Executive's employment if such action by Executive occurs on or after the employment termination date date). Nothing herein shall prohibit Executive from being a passive owner of his employmentnot more than three percent (3%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. As used herein, “Competitive Business” means a business that operates any of the following within five (5) miles of any location operated or supplied by the Company: (i) retail convenience stores (with or without fuel), (ii) gas stations (whether or not attached to be offered or produced within a reasonable time following such terminationconvenience store), (iii) dollar stores, (iv) tobacco stores, and (v) liquor stores; provided, however, that for the Employee may own securities sake of any corporation which is engaged in clarity, Competitive Business does not include retail pharmacies or mass merchants. With respect to “convenience stores,” such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in means any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant listed on the date of “Top 202 Convenience Stores” published by CSP News, or such termination or during successor publication. If no such publication exists, it shall mean the preceding six months; or (ii) solicit from the clients convenience stores on such list as of the Company any business in competition with last date such list was published. As used herein, “competitive capacity” means providing executive level, financial, or managerial services to a Competitive Business other than at the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawindividual store level. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of (i) During the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary InformationNon-Compete Period, the Employee agrees and undertakes that: 4.1.1. he will Executive shall not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectlyindirectly through an intermediary, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor (A) solicit or in encourage any other capacity whatever engage in,, be employed byclient 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 a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or venture that 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 preceding 12 months more than 10% of the revenues of such entity and its affiliates is engaged in derived from any activities competing with products 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 “Material Business”) or (ii) the services offered 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 during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationAffiliate; provided, however, that following a Change in Control, this Section 7(d)(i)(B)(i) shall not apply to the Employee Executive, or (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own own, as a passive investor, securities of any corporation which is engaged in such business and is entity that has outstanding publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role his direct holdings in any such entity shall not in the publicly ownedaggregate constitute more than 5% of the voting power of such entity and does not otherwise violate any Company or Company Affiliate policy applicable to Executive. For purposes of this Section 7(d), a “client or customer” shall be limited to any actual borrower, customer or client of the Employer (as set forth in the Employer’s CAM or substantially similar successor or other system) and traded company 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, before providing services, whether as directoran employee or consultant, employee, consultant or otherwise, 4.1.2. to any entity during the term Non-Compete Period, 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 result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper. (ii) 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 period of 12 months following its termination, he will not, (i) directly time or indirectly, including personally over too great a geographical area or by reason of their being too extensive in any business in which he is an officerother respect, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (iiSection 7(d)(i) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned shall be modified to be engaged during effective for the term maximum period of time for which it may be enforceable and over the employee’s employment 4.2. The Employee specifically acknowledges, stipulates maximum geographical area as to which it may be enforceable and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the maximum extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement in all other respects as to which it may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsenforceable. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In By and in consideration of the EmployeeCompany’s rights and benefits hereunderentering into this Agreement, and in order further consideration of the Participant’s exposure to enable the Company to effectively protect its Proprietary InformationConfidential Information of the Group, the Employee Participant agrees and undertakes that: 4.1.1. he will that the Participant shall not, during the term 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 stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Agreement Section 6(b), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service. The “Restriction Period” shall mean the period of the Participant’s Service and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationthereof; provided, however, that that, unless the Employee may own securities Participant is or becomes entitled to accelerated vesting of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent the Awarded RSUs upon termination of any class of stock or securities of such companyService, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant Restriction Period shall automatically end on the date of such termination that the Participant’s Service is terminated; provided, further, that the Company in its sole discretion may waive all or during the preceding six months; or (ii) solicit from the clients any portion of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawRestriction Period. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1Xxxxxx acknowledges and recognizes the highly competitive nature of MSC’s businesses, the amount of sensitive and confidential information involved in the discharge of Xxxxxx’x position with MSC, and the harm to MSC that would result if such knowledge or expertise was disclosed or made available to a competitor. In consideration Based on that understanding, Xxxxxx hereby expressly agrees as follows: 7.1 As a result of the Employee’s rights particular nature of Xxxxxx’x relationship with MSC, in the capacities identified earlier in this Agreement, during the Term and benefits hereunderfor the longer of (a) 12 months thereafter or (b) any period that Xxxxxx is receiving payments pursuant to Section 5.3 (including any period such payments are delayed pursuant to Section 29(b) hereof (for purposes of complying with Section 409A of the Internal Revenue Code of 1986, and in order to enable as amended (the Company to effectively protect its Proprietary Information“Code”)), the Employee Xxxxxx hereby agrees and undertakes that: 4.1.1. that he will not, during directly or indirectly, (i) engage in any business for Xxxxxx’x own account or derive any material economic benefit from any business that competes with the term business of this Agreement MSC or any of its affiliates (MSC and for its affiliates are referred to, collectively, as the “Company Group”), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of any entity within the Company Group, (iii) acquire a period financial interest in any person engaged in any business that competes with the business of twelve (12) months following termination thereof for whatever reasonany entity within the Company Group, directly or indirectly, as owneran individual, partner, joint venturermember, stockholdershareholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor principal, agent, trustee or in any other capacity whatever engage in,, be employed byconsultant, or (iv) other than in the performance of his duties hereunder, interfere with business relationships (whether formed before or after the Effective Date) between MSC, any business of its respective affiliates or venture that is engaged in subsidiaries, and any activities competing with products customers, suppliers, officers, employees, partners, members or services offered by investors of any entity within the Company during Employee’s employment Group for the purpose of competing, or allowing a third party to compete, with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities business of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients entity of the Company any business Group. For purposes of this Agreement, businesses in competition with the Company that involves activities Group shall include, without limitation, businesses in which any entity within the Company was engaged Group actively participates and any businesses which any entity within the Company Group has specific plans to actively participate in the future if Xxxxxx is aware of such plans, whether or had already planned not such entity has commenced such operations. 7.2 Notwithstanding anything to be engaged during the term contrary in this Agreement, Xxxxxx may, directly or indirectly, own, solely as an investment, (x) securities of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: any person which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Xxxxxx (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwillis not a controlling person of, property and Proprietary Information or a member of the Companya group which controls, and the operations and business of Companysuch person, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Companydoes not, and does not impose a greater restrain than is necessary to protect the goodwill directly or other business interests of Company. Neverthelessindirectly, if any one beneficially own two percent (2%) or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach class of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any securities of such provisions, the Company may also, in addition to any other remedies person or (y) which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsis a mutual fund or similar investment vehicle. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) Sellers understand that Acquiror shall be entitled to protect and preserve the going concern value of the Employee’s rights business of the Companies and benefits hereunder, the Transferred Business to the extent permitted by applicable Law and in order to enable that Acquiror would not have entered into this Agreement absent the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term provisions of this Agreement and Section 5.11 and, therefore, for a period of five (5) years from the Closing, Sellers shall not, and shall cause each of their Affiliates not to, engage (directly or indirectly), alone or in association with another Person, Control, operate, manage or have any ownership interest, whether as proprietor, partner, member, stockholder, consultant, or otherwise, in any Competing Business (as defined below). Sellers shall not have any obligation under this Section 5.11 with respect to any Person from and after such time as such Person ceases to be an Affiliate of Sellers. (b) Notwithstanding anything to the contrary in Section 5.11(a), and without implication that the following activities otherwise would be subject to the provisions of this Section 5.11, nothing in this Agreement shall preclude, prohibit or restrict Sellers and their respective Affiliates from engaging, or require Sellers or any of their respective Affiliates not to engage, in any manner in any of the following: (i) purchasing or owning up to and including five percent (5.0%) of any class of securities of a publicly-held corporation (if such securities are listed on any national or regional securities exchange or have been registered under applicable Law) engaged primarily in a Competing Business; (ii) making investments in the ordinary course of business, including in a general or separate account of an insurance company, in Persons engaging in a Competing Business; provided, that each such investment is a passive investment where such Seller or applicable Affiliate: (A) does not intend or have the right to designate a majority of the members of the board of directors or other governing body of such entity or to otherwise influence or direct the operation or management of any such entity and (B) is not a participant with any other Person in any group (as such term is used in Regulation 13D of the Securities Exchange Act of 1934) with such intention or right; (iii) selling or otherwise disposing of any of their respective assets or businesses to a Person engaged in any Competing Business; (iv) making investments in Acquiror or any of its Affiliates; (v) managing or controlling investment funds that make investments in Persons engaged in a Competing Business, so long as such investments are in the ordinary course of business; (vi) engaging in and carrying out the activities and transactions contemplated by the Transaction Agreements (including the Amended and Restated Reinsurance Agreements and the Administrative Services Agreement); (vii) selling, marketing, underwriting, issuing or insuring any insurance products that are not FCIC Policies or Crop Hail Policies; or (viii) acquiring, merging or combining with any business that would otherwise violate this Section 5.11 that is acquired from any Person after the Closing Date (an “After-Acquired Business”); provided, that either (A) at the time of such acquisition, merger or combination, the revenues derived from the Competing Business by the After-Acquired Business (the “Competing After-Acquired Revenues”) constitute no more than twenty-five percent (25%) of the gross revenues of the After-Acquired Business in the most recently completed fiscal year immediately prior to the date of such acquisition, merger or combination (the “Aggregate After-Acquired Revenues”), or (B) if at the time of such acquisition, merger or combination, the Competing After-Acquired Revenues constitute more than twenty-five percent (25%) of the Aggregate After-Acquired Revenues then, within twelve (12) months following termination thereof for whatever reasonafter such acquisition, directly merger or indirectlycombination, as owner(I) such Seller or applicable Affiliate signs a definitive agreement to dispose, partnerand subsequently disposes of, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as relevant portion of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such companyAfter-Acquired Business, so long as he has no active role in (II) such Seller or applicable Affiliate otherwise modifies the publicly owned, and traded company as director, employee, consultant After-Acquired Business such that the Competing After-Acquired Revenues constitute not more than twenty-five percent (25%) of the Aggregate After-Acquired Revenues or otherwise,(III) the business of such After-Acquired Business otherwise complies with this Section 5.11. 4.1.2. during (c) For the term purposes of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activityAgreement, the term shall be construed in a manner to enable it to be enforced to “Competing Business” means the extent compatible with applicable law. 4.3. The Employee acknowledges that business of selling, marketing, underwriting, issuing or insuring FCIC Policies and Crop Hail Policies (other than the legal remedies for breach CUMIS Retained Business) within the territory of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsUnited States. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) Except with the prior written consent of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will notPurchaser, during the term of this Agreement period commencing immediately after the Closing and for ending two (2) years from the Closing Date (unless only a shorter maximum period of twelve is permitted by applicable Law, in which case, during such shorter period), the Seller shall not, and shall cause its controlled Affiliates (12the Seller together with its controlled Affiliates, the “Restricted Entities”) months following termination thereof for whatever reason, directly or indirectlynot to compete with the Business (as such business is conducted immediately prior to the Closing Date) in Puerto Rico (such business, as ownerso conducted, partnera “Competing Business”); (b) Notwithstanding any provision to the contrary in this Section 7.12, joint venturerany Restricted Entity may: (i) purchase or otherwise acquire by merger, stockholderpurchase of assets, employee, service provider, broker, agent, principal, corporate officer, director, licensor stock or controlling interest or otherwise any Person or business or engage in any other capacity whatever engage in,similar merger and acquisition activity with any Person (such acquired Person, be employed bythe “Acquired Entity”), so long as: (A) a Restricted Entity divests (or enters into an agreement to divest) within one year of such acquisition any portion of such business that would cause non-compliance with Section 7.12(a); or (B) such Person is a De Minimis Business; (ii) acquire, own or venture that is engaged manage for the account of third parties through a mutual fund, employee benefit plan, trust account or similar investment pool or vehicle, any class of security of any Person regardless of whether such Person engages in any activities competing with products the Competing Business; (iii) hold or services offered by the Company during Employee’s employment with the Company, , as make investments not in excess of five percent of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own outstanding securities of any corporation which is engaged in if such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise,are listed on a nationally recognized securities exchange; or 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (iiv) directly or indirectly, including personally or engage in any business in which he is an officer, director rental or shareholder, for leasing of real property (including to any purpose Competing Business or in to any place, employ Person who conducts any person employed by Competing Business). (c) In the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients event any controlled Affiliate of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned Seller ceases to be engaged during the term a controlled Affiliate of the employee’s employment 4.2. The Employee specifically acknowledgesSeller, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition this Section 7.12 shall no longer apply to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsPerson. 4.4. The Company hereby acknowledges (d) Exceptions set forth in either of Section 7.12(b) or (c) are set forth therein for the avoidance of doubt, as such exceptions cover actions not necessarily restricted by Section 7.12(a), and no inference shall be drawn that the Employee has other inventions on which he eceives royalties and other patents under his name activities described in either such Section 7.12(b) or (“Other Inventions’’c) are in any way restricted or limited by the restrictions set forth in Section 7.12(a). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1Xx. In consideration of the Employee’s rights Xxxxxx hereby acknowledges and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term course of this Agreement his employment and his services hereunder, Xx. Xxxxxx has become, and will become, familiar with and involved in all aspects of the business and operations of the Company and Bank. Xx. Xxxxxx hereby covenants and agrees that during the Covenant Period, Xx. Xxxxxx shall not, without the prior approval of a majority of the Board of Directors of the Bank (Xx. Xxxxxx not participating), at any time (except for a period of twelve (12) months following termination thereof for whatever reasonthe Company or Bank), directly or indirectly, in any capacity (whether as a proprietor, owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,shareholder, be employed byorganizer, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Companypartner, principal, as of the termination date of his employmentmanager, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as directormember, employee, contractor, consultant or otherwise, 4.1.2) provide any advice, assistance or services to any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located in the Delmarva Peninsula. during Notwithstanding any provision hereof to the term of contrary, this Agreement and for a period of 12 months following its termination, he will not, Section 6 does not restrict Xx. Xxxxxx’x right to (i) directly own or indirectlyacquire securities of any entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by as amended; provided that his total ownership constitutes less than five percent (5%) of the Company or retained by the Company as a consultant on the date outstanding securities of such termination or during the preceding six monthsentity; or (ii) solicit from to own, or during the clients Covenant Period to maintain ownership of (but not to acquire ownership of), passive investments in securities of any entity that does not file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Company Securities Exchange Act of 1934, as amended; provided that his total ownership constitutes less than five percent (5%) of the outstanding securities of such company. For purposes of this Agreement, “Competitive Business” means the banking and financial services business, which includes, without limitation, consumer savings, commercial banking, the savings and loan business and mortgage lending, or any other business in competition with the Company that involves activities in which the Company was or the Bank is engaged or had already planned to be engaged during has invested significant resources within the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: prior six (i6) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained month period in this Section 4 shall preparation for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawbecoming actively engaged. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during During the term of this Agreement his employment and for a period of twelve one year following the termination of this Agreement (12) months following termination thereof for whatever reasonthe “Restricted Period”), directly or indirectlythe Employee agrees that he shall not, as ownerwithout the prior written consent of the Employer, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in own any other capacity whatever engage equity interest in,, be employed by, or act as a consultant to, any business corporation, partnership, limited liability company or venture other entity (each, an “Entity”) that is engaged in any activities competing with products or services offered by the Company during Employee’s employment competition with the Company, , as Business of the termination date of his employmentEmployer or Holdings (as the term “Business” is defined in this Section 13 below), to be offered or produced within a reasonable time following such termination; provided, however, except that the Employee may own securities be employed by, or act as a consultant to, any corporation, partnership, limited liability company or other entity that has been specifically approved by the Board. The provisions of this Section 13 shall not apply to any corporation Entity in which is engaged the net revenues of the competing Business in such business and is publicly owned and traded but in an amount the fiscal year immediately preceding the acquisition did not to exceed at any one time one five (5%) percent of any class the aggregate net revenues of stock the Business of the Employer or securities of such companyHoldings. In addition, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term provisions of this Agreement and for a period of 12 months following its termination, he will not, Section 13 shall not apply to any (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; non-profit and corporate boards and committees or (ii) solicit from any industry associations, either of which may be for an Entity in the clients same Business as the Employer or Holdings. For purposes of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during this Section 13, the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates “Business” shall mean and agrees as follows: be limited to (ia) the protective covenants set forth herein are reasonable production and necessary to protect sale of one or more print and digital publications, (b) the goodwillestablishment and production of seminars, property and Proprietary Information of the Company, and the operations and business of Companyconferences or events, and (iic) the time duration other e-commerce initiatives and licensing of the protective covenants is reasonable “High Times”® brand, including the development of an e-commerce store offering clothing and necessary other products; in each case, associated with cannabis or dedicated primarily to protect the goodwill cannabis and the operations and business of Companycannabis culture. Notwithstanding the foregoing, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event Employee’s employment terminates in accordance with Section 7.2 this Agreement or XxXxxxxx shall have the right and shall elect to exercise his repurchase right in accordance with Article VI(c) of a breach or a threatened breach the Purchase Agreement, beginning on such respective date of any of such provisionsthe events set forth above, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee this Section 13 shall be entitled to keep receiving royalties as per the Other Inventionsnull and void and have no further force or effect.

Non-Competition. 4.1. In consideration of (a) The Executive understands and recognizes that his services to the Employee’s rights Purchaser are special and benefits hereunderunique and agrees that, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve six years from the date hereof (12) months following termination thereof for whatever reasonthe "Term"), he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business which is competitive with the Purchaser's business (including, without limitation, businesses that relate to the manufacturing, merchandising, sourcing, marketing or distribution of tailored clothing sportswear, shirts, neckwear, topcoats or casual slacks), as ownerit is currently or hereafter carried on or contemplated to be carried on by Purchaser, either as an individual for his own account, or as a partner, joint venturer, stockholder, employee, service provider, brokerexecutive, agent, principalconsultant, corporate salesperson, officer, directordirector or shareholder of a Person operating or intending to operate within the area that the Purchaser is conducting its business (collectively, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination"Restricted Businesses"); provided, however, that nothing herein will preclude Executive from holding one percent (1%) or less of the Employee may own securities stock of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at company. (b) In the event that Executive breaches any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term provisions of this Agreement and for a period of 12 months following its termination, he will not, (i) directly Section 5 or indirectly, including personally or in any business in which he there is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisionsbreach, the Company may alsothen, in addition to any other rights which the Purchaser may have, the Purchaser shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein. In the event that a proceeding is brought in equity to enforce the provisions of this Section 5, the Executive shall not urge as a defense that there is an adequate remedy at law, nor shall the Purchaser be prevented from seeking any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsavailable. 4.4. The Company hereby acknowledges that (c) Nothwithstanding anything to the Employee has other inventions on which he eceives royalties and other patents contrary contained in this Section 5, the Executive's obligations under his name this Section 5 shall terminate if Executive resigns for Good Reason (“Other Inventions’’as defined in Section 8(a)(iv). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions).

Non-Competition. 4.1. In consideration Xxxxxx acknowledges that upon and after any termination of this Lease, any competition by any member of the Employee’s rights Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to Lessor and benefits hereunderany such Purchaser. To induce Lessor to enter into this Lease, Xxxxxx agrees that, from and after the date hereof and thereafter until (a) in the case of the expiration of the Initial Term or a termination of this Lease, the fifth (5th) anniversary of the termination hereof or of the expiration of the Initial Term, as applicable, and (b) in order to enable the Company to effectively protect its Proprietary Informationcase of an expiration of any of the Extended Terms, the Employee agrees and undertakes that: 4.1.1. he will notsecond (2nd) anniversary of the expiration of the applicable Extended Term, during no member of the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonLeasing Group nor any Person holding or controlling, directly or indirectly, any interest in any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or lend any of their names to or engage in any capacity in any assisted living facility, center, unit or program (or in any Person engaged in any such activity or any related activity competitive therewith) other than (a) those set forth on Schedule 11.5.4 annexed hereto, (b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to engage by the provisions of the Meditrust/Emeritus Transaction Documents which relate to any such facility, center, unit or program and (c) the acquisition of an ownership interest in any such facility, center, unit or program which is part of a single transaction in which an ownership interest in at least four (4) other facilities, centers, units or programs (provided, however, that if such acquisition occurs within the last twelve month period of the Initial Term or any of the Extended Terms, Lessee shall have the 58 benefit of this clause (c) only if at the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1.3 hereof to extend the Term for another Extended Term or (y) given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value of the Leased Property), whether such competitive activity shall be as an officer, director, owner, employee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor consultant or other participant in any other capacity whatever engage in,whatsoever with respect to an assisted living facility, be employed bycenter, unit or any business program located within a five (5) mile radius of the Leased Property. Xxxxxx hereby acknowledges and agrees that none of the time span, scope or venture that is engaged in any activities competing with products or services offered area covered by the Company during Employee’s employment with foregoing restrictive covenants is or are unreasonable and that it is the Company, , as specific intent of Lessee that each and all of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective restrictive covenants set forth herein hereinabove shall be valid and enforceable as specifically set forth herein. Xxxxxx further agrees that these restrictions are reasonable special, unique, extraordinary and reasonably necessary to protect for the goodwill, property protection of Lessor and Proprietary Information any Purchaser and that the violation of any such covenant by any of the Company, Limited Parties would cause irreparable damage to Lessor and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose any Purchaser for which a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will remedy alone would not be considered as competition with the Company whatsoever and the Employee shall be entitled sufficient to keep receiving royalties as per the Other Inventionsfully protect such parties.

Non-Competition. 4.1. In consideration (a) Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary and that, by reason of the Employee’s rights and benefits his employment hereunder, Executive will acquire confidential information and trade secrets concerning the operation of Grove. Accordingly, for all purposes hereunder or in order to enable the Company to effectively protect its Proprietary Informationrespect hereof, the Employee Executive agrees and undertakes that: 4.1.1. he will not, that during the term of this Agreement his employment hereunder and for a period of twelve (12) 24 months following such termination thereof for whatever reasonof employment Executive will not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate an officer, director, licensor or in any other capacity whatever engage in,stockholder, be employed bypartner, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Companymember, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as directorassociate, employee, consultant consultant, owner, agent, creditor, co-venturer or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will notbecome or be interested in or be associated with any other corporation, (i) directly firm or indirectlybusiness engaged, including personally or in any business geographical area in which he Grove is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of his employment or at the employee’s date of his termination of employment 4.2, in a "Competitive Business" with that of Grove at such time. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and A Competitive Business shall mean any business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one which derives 30% or more of its revenue directly or indirectly from designing, manufacturing, selling and/or providing customer support for, mobile hydraulic cranes, self-propelled aerial work platforms and truck-mounted cranes. Executive's ownership, directly or indirectly, of not more than five percent of the terms issued and outstanding stock of any corporation, the shares of which are regularly traded on a national securities exchange or in the over-the-counter market, shall not in any event be deemed to be a violation of the provisions of this Section 10 and the ownership of securities by Executive of Grove shall not be deemed to be a violation of this Section 10. For purposes of this Section 10 the term "Grove" shall also mean any affiliate (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, or any successor rule) of Grove. (b) Executive agrees, during the period set forth in paragraph (a), that be shall not, on behalf of himself or any business he is interested in or associated with, employ or otherwise engage, or seek to employ or engage, any senior executive (i.e., direct reports) employed by Grove at any time during the preceding 12 months. (c) It is expressly understood and agreed that although Executive and Grove consider the restrictions contained in this Section 4 shall for any reason be held 10 to be excessively broad with regard to timereasonable, geographic scope or activity, the term shall be construed in if a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges final judicial determination is made by a court of competent jurisdiction that the legal remedies for breach of time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach enforceability of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsrestrictions contained herein. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights Except as provided in this SECTION 10.1(A), such Non-Compete Party covenants and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and that for a period of twelve three (123) months years following termination thereof for whatever reasonthe Closing Date, such Non-Compete Party shall not engage, directly or indirectly, whether as owneran individual, partnersole proprietor, joint venturer, stockholder, employee, service provider, brokeror as a principal, agent, principal, corporate officer, director, licensor employer, employee, consultant, independent contractor, partner or shareholder of any firm, corporation or other entity or group or otherwise in any Competing Business. For purposes of this Agreement, the term "COMPETING BUSINESS" shall mean any individual, sole proprietorship, partnership, firm, corporation or other capacity whatever engage in,entity or group which offers or sells or attempts to offer or sell (i) spa services, be employed byskin or hair care products, or (ii) any business other services then offered or venture that is engaged in any activities competing with products or services offered sold by the Company during Employee’s employment with the Company, , as of August 1, 2001 or during the termination date one (1) year period prior thereto, including, but not limited to, in the case of his employmenteach of the preceding clauses (i) and (ii), offers or sales or attempts to be offered offer or produced within sell any of such services or products to or from any day spa, destination spa, resort, hotel, passenger cruise vessel or retail establishment. Notwithstanding the foregoing, nothing herein shall preclude or prohibit any Non-Compete Party from (A) maintaining a reasonable time following passive investment in publicly held entities provided that such terminationNon-Compete Party does not have more than a five percent (5%) beneficial ownership in any such entity; provided(B) in the case of Thomxx Xxxxxxxx xxxy, howeverowning approximately one percent (1%) of the shares of a privately held company, that the Employee may own securities of any corporation Essentiel Elements, which is engaged in the business of manufacturing distributing spa products (provided that such business and Non-Compete Party is publicly owned and traded but not on the Board or active in an amount not the day to exceed at any one time one percent of any class of stock or securities day management of such company); (C) serving as an officer or director of any entity, so long as he has no active role in the publicly majority of the voting securities of which is owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company Company; (D) in the case of Thomxx Xxxxxxxx xxxy, maintaining a direct or retained by indirect ownership interest in, and operating the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients business of the Company any business Mount View Hotel & Spa located in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledgesCalistoga, stipulates and agrees as follows: California, (iE) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company foregoing, in the event case of Thomxx Xxxxxxxx xxxy, acquiring, maintaining or disposing of a breach direct or a threatened breach indirect ownership interest of any of such provisions, the Company may also, at least twenty percent (20%) in addition up to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name six (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.6) hotel or

Non-Competition. 4.1. In consideration As a material inducement to Purchaser’s consummation of the EmployeeContemplated Transactions, including Purchaser’s rights and benefits hereunderacquisition of the Goodwill, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will Seller shall not, commencing on the Closing Date and continuing during the term of this the Consulting Agreement and for a the five (5) year period of twelve following the Closing Date (12) months following termination thereof for whatever reasonthe “Restricted Period”), directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in do any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date following within the Restricted Territory without the prior written consent of his employmentPurchaser in each instance in its sole discretion: (i) participate or engage in direct merchant processing sales and merchant acquiring solicitation (collectively, to be offered or produced within a reasonable time following such terminationthe “Restricted Business”); provided, however, that nothing contained herein shall prevent the Employee Seller from performing services as an Employee, independent contractor or consultant, as applicable, for Purchaser, Newtek or any of their Affiliates or owning directly or through one of the Affiliates and receiving economic benefits derived from the cash advance business and/or the class action marketing business owned or operated by the Seller Affiliates and/or Xxxxx; or (ii) become an owner, stockholder, member, partner, co-venturer, director, manager, officer, employee, agent or consultant (an “Interested Person”), directly or indirectly, in any Person that engages in the Restricted Business; provided, that Seller may own own, as a passive investor, and not as part of a group with any other Person, not more than five percent (5%) of the outstanding securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or any publicly traded securities of such companyPerson; provided, so long as he has no active role further, that it will not be deemed a breach of this Section 7.2 if Seller becomes an Interested Person in a Person whose primary business is not in the publicly ownedRestricted Business; and, and traded company as directorprovided, employeefurther, consultant or otherwise, 4.1.2. during that the term parties acknowledge that a technical violation of this Agreement and for the foregoing, caused by Seller (I) becoming an Interested Party with respect to a period of 12 months following its termination, he will not, (i) directly or indirectlymerchant, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information Customer of the Company, Purchaser and the operations their respective Affiliates, solely as a result of such merchant accepting and business of Companyprocessing credit card payments from customers, and (iiII) working for any Person that engages in the time duration Restricted Business but for which Seller’s employment is unrelated to the Restricted Business, shall not be deemed a violation of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and this Section 7.2 so long as Seller working for such merchant does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of otherwise violate the terms contained in of this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law7.2. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and (a) Except as set forth in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve five years following the Closing Date (12the "Restricted Period") months following termination thereof for whatever reasonAFG shall not, and shall not permit any of its Post-Closing Subsidiaries to: (i) offer, issue or sell, directly or indirectlyindirectly within the United States, as ownerpersonal automobile insurance written through independent agents; or (ii) employ, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor offer to employ or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing solicit with products or services offered by the Company during Employee’s a view to employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company whose annual base salary exceeds $50,000; provided, that the foregoing will not prevent AFG from soliciting or retained hiring any such person if such person's employment has been terminated, without cause, by the Company. (b) Notwithstanding any other provision of this Section 2 to the contrary, neither AFG nor any of its Post-Closing Subsidiaries is prohibited from: (i) engaging in any line of business in which it is engaged at completion of the Public Offering, including, without limitation, the offering of personal automobile insurance policies through Mid-Continent Casualty Company as a consultant on and its wholly-owned subsidiaries ("Mid-Continent"), but only within those states where Mid-Continent is offering personal automobile insurance policies at the date time of such termination or during the preceding six monthscompletion of the Public Offering; or or (ii) solicit from acquiring an interest in any Person engaged in any line of business except for acquisitions of controlling interests, whether in a single transaction or series of transactions, in any Person or Persons with, in the clients aggregate, $100,000,000 or more in gross annual written premiums, or, with respect to one Person, 50% or more of its gross revenues (excluding investment income and realized investment gains and losses), attributable to the Company writing of personal automobile insurance based on the most recent full fiscal year for which financial statements are available (a "PERMITTED ACQUIREE"), provided further, however, that AFG and any business of its Post-Closing Subsidiaries may acquire a controlling interest in competition with a Person that is not a Permitted Acquiree if AFG or such Post-Closing Subsidiary promptly divests the Company that involves activities personal automobile insurance operations of such Person. For purposes of this Agreement, a "controlling interest" in which a Person means having the Company was engaged power to direct or had already planned to be engaged during cause the term direction of management and policies of such Person through the employee’s employmentownership of voting securities. 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (ic) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, Section 2(a)(i) and (ii) shall also be binding upon any person who has a controlling interest in AFG as of the Closing Date until such time, however, that the person ceases to have a controlling interest in AFG. AFG shall cause each such person to comply with the terms and conditions hereof. (d) Section 2(a)(i) and (ii) shall not be binding upon a Post-Closing Subsidiary of AFG after the time duration such Person ceases to be a Post-Closing Subsidiary of AFG. For avoidance of doubt, Section 2(a)(i) and (ii) also does not apply to any person which on or after the Closing Date becomes an Affiliate (other than a Post-Closing Subsidiary) of AFG, including any person that acquires all or substantially all of the protective covenants is reasonable capital stock or assets of AFG. (e) The Company and necessary to protect the goodwill and the operations and business AFG agree that money damages alone would not be a sufficient remedy for any breach of Companythis Section 2 by AFG, its Post-Closing Subsidiaries, or any person having a controlling interest in AFG, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisionsother remedies, including monetary relief, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties specific performance and injunctive or other equitable relief as per the Other Inventionsa remedy for any such breach.

Non-Competition. 4.1. In consideration Because of the EmployeeCorporation’s rights legitimate business interests as described herein and benefits hereunderthe good and valuable consideration offered pursuant to the Award Agreement, which is in excess of any consideration you are otherwise entitled to as a current employee, in the case of (i) a Rule of 65 Retirement-Eligible Event, (ii) a termination providing transition/separation pay prior to age 55, (iii) a Rule of 60 Retirement-Eligible Event or (iv) a termination providing transition/separation pay on or after age 55, as specified in Sections 2.2(b)(i), 2.2(b)(ii), 2.2(c) and in order 2.2(d) respectively, you agree that until one (1) year from the Termination Date or, if later and to enable the Company to effectively protect its Proprietary Informationmaximum extent permissible by law, the Employee agrees and undertakes that: 4.1.1. he final vesting date set forth in the Award Notice, you will not, during directly or indirectly (without the term prior written consent of this Agreement the Corporation), (i) associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise in a Restricted Territory, or (ii) transact business on behalf of a Competitive Enterprise in a Restricted Territory. For purposes of the Award Agreement, “Competitive Enterprise” means any business enterprise that either (A) is a member of the Corporation’s competitive peer group as disclosed in the Corporation’s proxy statement that was most recently filed with the Securities and Exchange Commission preceding the Termination Date; or (B) is any other business enterprise for a period of whom you would be performing services similar to those performed at the Corporation or any Affiliate within the twelve (12) months following termination thereof for whatever reasonpreceding the Termination Date. For the purposes of the Award Agreement, directly or indirectly“Restricted Territory” means all geographic areas in which you, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in during any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by time within the Company during Employee’s last 24 months preceding the end of your employment with the CompanyCorporation, provided services or had a material presence or influence, as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active given your current senior role in the publicly ownedCorporation shall be presumed to mean the entire world. For the sake of clarity, the foregoing non-compete restriction does not prohibit you from being employed by the government or a not-for profit organization (i.e. an organization exempt from local and traded company as directornational tax laws). In view of the limited scope of the non-compete obligation assumed under this Section, employeewhich does not prevent you from working in other entities that are not affected by it, consultant you hereby acknowledge that the continued vesting in your PSUs, including any dividend equivalent rights, following a Rule of 65 Retirement-Eligible Event, a Rule of 60 Retirement-Eligible Event or otherwise, 4.1.2a termination providing transition/separation pay is appropriate consideration for the non-compete obligation agreed to herein. during the term of this Agreement and for a period of 12 months following its termination, he will not, You expressly agree to (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ advise any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients entity that seeks to employ you of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term terms of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, these covenants; and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does immediately notify Human Resources equity administration if you are not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad compliance with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawyour obligations above. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration Until the [***] anniversary of the Employee’s rights and benefits hereunderClosing Date, Seller will not build for itself or for any of its Affiliates, and in order it will cause its Affiliates not to enable build for Seller or any Affiliate of Seller, without the Company prior written consent of Purchaser, any DNA-encoding libraries (the “Restricted Business”). Notwithstanding the foregoing, it will not be deemed to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term be a violation of this Agreement and Section 6.8 (Non-Competition) for a period Seller or any of twelve its Affiliates: (12i) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or to invest in any other capacity whatever engage third Person which invests in,, be employed by, manages or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within operates a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such companyRestricted Business, so long as he has no active role Seller’s and its Affiliates’ aggregate investment is less than [***] % of the outstanding ownership interest in such third Person, (ii) enter into an arms-length Contract-based relationship with any third Person that invests in, manages or operates a Restricted Business; provided, that such Contract does not provide Seller or its Affiliates with the right or obligation to direct or cause the direction of the management and policies of, or otherwise control, such third Person, (iii) to be acquired by any Person or business engaged in a Restricted Business, or (iv) to acquire any Person or business engaged in a Restricted Business if (A) the principal purpose of such acquisition is not to engage in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will notRestricted Business, (iB) directly the acquired Person or indirectly, including personally business is not primarily engaged in the Restricted Business and (C) (1) revenues of such Person or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on twelve-month period immediately preceding the date of such termination or during acquisition derived from the preceding six months; Restricted Business was less than $[***] or (ii2) solicit from Seller or the clients of relevant Affiliate either ceases conducting such Restricted Business or enters into a definitive agreement to divest such Restricted Business within twelve months after the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawacquisition thereof. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1Employee acknowledges that, in the course of his employment by ART, he will have access to the Companies’ Confidential Information; and he will be intimately and directly involved in developing and maintaining the Companies’ goodwill and serving the Companies’ customers and prospective customers. In consideration of the Employee’s rights and benefits hereunderAccordingly, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that::  4.1.1. he will not, (a) during the term of this Agreement his employment by ART and for a period of twelve two (122) months following termination thereof years after such employment has ceased for whatever any reason, Employee shall not, without the prior written consent of ART:  (i) directly or indirectlyindirectly solicit or accept any business substantially similar to that done by any of the Companies from any person, as ownercompany, partnerfirm or organization, joint ventureror any affiliate of the foregoing, stockholderwhich is or was a customer or active prospect of any of the Companies during the two (2) year period prior to the end of Employee’s employment at ART, employeefor or on account of any individual, service providerbusiness enterprise, brokerfirm, agentpartnership, principalassociation or corporation other than the Companies; or  (ii) directly or indirectly solicit the employment of, corporate officerentice away, director, licensor or in any other capacity whatever manner persuade or attempt to persuade any person employed by any of the Companies to leave such employment; or  (b) during his employment by ART and for a period of six (6) months after such employment has ceased for any reason, Employee shall not, without the prior written consent of ART directly or indirectly engage in,, be employed byassist or have an interest in (whether as proprietor, partner, investor, stockholder, officer, director of any type of principal), or enter the employment of or act as an agent for or advisor or consultant to, any person, firm, partnership, association, corporation, business organization, entity or enterprise which is, or is about to become, directly or indirectly engaged in any business which is directly or venture indirectly competitive with any of the Companies; provided that Employee may own less than five percent (5%) of the outstanding equity securities of a corporation that is engaged in any activities competing with products or services offered by such a competitive business if the Company during Employee’s employment with equity securities of such corporation are publicly traded and registered under the Company, , as Securities Exchange Act of the termination date of his employment, to be offered or produced within a reasonable time following such termination1934; provided, however, that the Employee may own securities of any corporation which is engaged post-employment restrictive period contained in such business and is publicly owned and traded but in an amount not this Section 5(b) shall be extended to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly one (1) year if Employee’s employment terminates for Cause (as defined in Section 8(a) below), in connection with a Change in Control (as defined in Section 8(b) below), or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date result of such termination or during the preceding six months; his resignation, or (ii) solicit from the clients of the Company any business in competition two (2) years with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition respect to any other remedies which may be available under applicable lawsuch engagement with or interest in Select Engineering in Fitchburg, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4MA. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) Without the express written consent of the EmployeePurchaser (which may be given or withheld in the Purchaser’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Informationsole discretion), the Employee agrees and undertakes that: 4.1.1. he will Seller shall not, during until July 19, 2027 (the term of this Agreement “Non-Compete Period”), but subject, in each case, to Seller’s obligations under Section 7.11 hereof and for a period of twelve (12) months following termination thereof for whatever reasonthe Transition Services Agreement, with respect to each country in the Territory, directly or indirectlyindirectly market, distribute or sell in the Territory: (i) any prescription pharmaceutical product (A) containing the same active ingredient and, with respect to the Tosymra Product, an absorption enhancer, and (B) with the same route and mode of administration and same dosage strength as ownerthe applicable Product; and (C) which is marketed for the same indication as any Product; or (ii) with respect to the Tosymra Product only, partnerany pharmaceutical product (A) containing any triptan (including sumatriptan) and an absorption enhancer, joint venturer(B) with the same route and mode of administration and same dosage strength as the Tosymra Product and (C) which is marketed for the same indication as the Tosymra Product, stockholder(any such product described in (i) and (ii) above being a “Competing Product”). (b) Notwithstanding the above, employee, service provider, broker, agent, principal, corporate officer, director, licensor the foregoing shall not apply to any Competing Product that is acquired by the Seller after the Closing Date through a merger or in any other capacity whatever engage in,, be employed byacquisition of, or a collaboration or joint venture with, a Third Party that owns one or more Competing Products as part of a larger portfolio of products which portfolio contains any business or venture that is engaged products in any activities competing with products or services offered by addition to the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationCompeting Product; provided, however, that in the Employee may own securities of any corporation which is engaged event that a Competing Product acquired pursuant to the foregoing has not yet been launched in such business and is publicly owned and traded but in an amount not to exceed the Territory at any one the time one percent of any class of stock or securities of such companyacquisition, so long as he has no active role Seller shall not launch such Competing Product in the publicly ownedTerritory prior to the expiration of the Non-Compete Period for the relevant Product in the relevant Territory; provided, further, the Seller shall use commercially reasonable efforts to either divest to a Third Party that is not an Affiliate of Seller or cease Exploitation of such Competing Product (whether or not the Competing Product was launched in the Territory at the time of such acquisition) within twelve (12) months of the acquisition date of such product (and traded company that for the avoidance of doubt, the foregoing proviso shall not serve as directora restriction on the Seller from licensing or divesting such Competing Product to a Third Party); and provided, employeefurther, consultant that in the event the Seller licenses or otherwise,divests such Competing Product to a Third Party, the Seller shall not be deemed to be assisting a Third Party by providing due diligence, assisting such Third Party with transitional matters or taking other ordinary course actions in connection with such divestiture or license (but, in connection with such a license, this exception shall not allow the Seller to assist such licensee with its marketing and sales strategies for such Competing Product), or continuing to market, distribute or sell an acquired Competing Product in the Territory if such Competing Product had already been launched in the Territory prior to such acquisition. 4.1.2. during (c) Notwithstanding anything to the term of this Agreement and for a period of 12 months following its terminationcontrary, he Purchaser will not, directly or indirectly: (i) directly at any time challenge (or indirectlyauthorize, including personally direct or in assist any business in which he is an officer, director other Person to challenge) the validity or shareholder, for enforceability of any purpose of the Patents or in any place, employ other patents owned by Purchaser or any person employed by the Company or retained by the Company as of its Affiliates that cover a consultant on the date of such termination or during the preceding six months; Product or (ii) solicit from the clients at any time prior to expiration of the Company all applicable Patents and any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledgessuch other patents covering a product, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if file any one or more of the terms contained in this Section 4 shall application for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event regulatory approval of a breach or a threatened breach of any of generic pharmaceutical product that references such provisions, Product as the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsreference listed drug. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) For a period of five (5) years commencing on the Employee’s rights Closing Date with respect to subsections (i), (ii) and benefits hereunder(iii) below, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve three (123) months following years commencing on the Closing Date with respect to subsections (iv) and (v) below (the “Restricted Term”), Seller and Parent shall not, and shall not permit any of their Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in the Restricted Business; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between a Company and customers or suppliers of the Companies; (iv) hire any of the individuals listed in Section 5.16 of the Seller Disclosure Schedule; or (v) solicit, induce or otherwise offer employment or engagement as an independent contractor to, or engage in discussions regarding employment with, any person who is or was an employee of or performed similar services for any Company, or assist any third party with respect to any of the foregoing unless such person has been separated from his or her employment or other relationship with the Purchaser and each of its Affiliates (including any Company) for a period of two (2) consecutive years; provided, however, nothing in this Section 5.16(v) shall prevent Seller, Parent or any of their Affiliates from hiring any person (i) pursuant to a general solicitation which is not directed specifically to such person; (ii) whose employment has been terminated by the Companies or Purchaser; or (iii) whose employment has been terminated by that person after one hundred eighty (180) days from the date of such termination thereof for whatever reasonof employment. (b) Notwithstanding the foregoing, Seller, Parent or their Affiliates may (i) own, directly or indirectly, solely as owneran investment, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which Person traded on any national securities exchange if Seller is engaged in not a controlling Person of, or a member of a group with controls, such business Person, and is publicly owned and traded but in an amount not to exceed at any one time one does not, directly or indirectly, own five percent (5%) or more of any class of stock or securities of such company, so long as he has no active role in the publicly owned, Person and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from in connection with the clients sale of their products or services, alone or with any other Person (including a Competitor), even if such activity has the effect of otherwise violating the terms of this Section 5.16, bid, partner, sell, market, coordinate sales, coordinate marketing efforts or otherwise take any actions whose purpose is the sale of the Company products or services of Seller, Parent or their Affiliate (including, without limitation, the sale in North America of ductile iron pipe products, including pipe, joints, joint restraint products and fittings manufactured by third parties, or by Purchaser and the Companies). (c) If Seller or Parent breaches, or threatens to commit a breach of, any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employmentprovisions of this Section 5.16, Purchaser shall have the following rights and remedies, each of which shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Purchaser under law or in equity: 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable right and necessary remedy to protect the goodwillhave such provision specifically enforced by any court having jurisdiction, property it being acknowledged and Proprietary Information of the Company, agreed that any such breach or threatened breach may cause irreparable injury to Purchaser and the operations and business of Company, and that money damages may not provide an adequate remedy to Purchaser; and (ii) the time duration right and remedy to recover from the Seller all monetary damages suffered by Purchaser as the result of any acts or omissions constituting a breach of this Section 5.16. (d) Nothing in this Agreement shall preclude or otherwise limit the ability of Parent to effect a sale of the protective covenants is reasonable and necessary to protect shares of Parent, any merger or consolidation of Parent or the goodwill and the operations and business sale of Company, and does not impose a greater restrain than is necessary to protect the goodwill or any other business interests of Company. Nevertheless, if any one or more portion of the terms contained assets of Parent to any Person and, in such event, such purchaser of the shares or assets of Parent, or successor of Parent by means of merger or consolidation, shall not be bound by the restrictions set forth in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law5.16. 4.3. The Employee acknowledges (e) Purchaser may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any Person that the legal remedies for breach purchases all or any portion of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsBusiness. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for (a) For a period of twelve two (122) months following termination thereof years from the Closing Date (the "RESTRICTED PERIOD"), Bowtxxxxx xxx shall not, and shall cause its subsidiaries not to, whether for whatever reasoncompensation or without compensation, directly or indirectly, as an owner, principal, partner, stockholder, independent contractor, consultant, joint venturer, stockholderinvestor, employeelicensor, service provider, broker, agent, principal, corporate officer, director, licensor lender or in any other capacity whatever engage in,whatsoever, alone, or in association with any other Person, carry on, be employed byengaged or take part in, or render services (other than services which are generally offered to third parties) or advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in any business or venture that is Person engaged in any activities competing with the business of designing, manufacturing or selling products that remove heat from electrical and electronic components and systems (the "THERMAL MANAGEMENT BUSINESS") (the "RESTRICTED ACTIVITIES"). The record or services offered beneficial ownership by the Company during Employee’s employment with the Company, , as Bowtxxxxx xxx and its subsidiaries of up to one percent (1%) of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. (b) During the Restricted Period, Bowtxxxxx xxx shall not, and shall cause its subsidiaries not to, whether for its own account or for the account of any Person, (I) solicit, endeavor to entice away from Aavid Thermal Technologies, Inc. or any of its subsidiaries, including without limitation the members of the Target Company Group (collectively, the "AAVID GROUP"), or otherwise interfere with the relationship of any member of the Aavid Group with, any Person that, (A) during the Restricted Period, is employed by or otherwise engaged to perform services for any member of the Aavid Group (including, but not limited to, any independent sales representatives or organizations) or (B) during the Restricted Period, is, or, during the one (1)-year period preceding the Closing, was, a customer or client of the Aavid Group or (II) solicit, interfere with or entice from the Aavid Group any employee of the Aavid Group, but nothing in this subparagraph (b) shall preclude Bowtxxxxx xxx or any of its subsidiaries from (A) general advertising for employees which is engaged not directed at members of the Aavid Group or (B) soliciting or otherwise doing business with any independent sales representatives or organizations, customers or clients other than in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such companyconnection with the Thermal Management Business, so long as he has no active role Bowtxxxxx xxx or such subsidiary would not reasonably expect its activities to interfere with the relationship of the Aavid Group with such Person in the publicly owned, and traded company Thermal Management Business. (c) The Restrictive Covenants (as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (idefined below) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary have been separately bargained for to protect the Business, including goodwill, property being acquired by Purchaser hereunder and Proprietary Information to ensure that Purchaser shall have the full benefit of the Companyvalue thereof. The Sellers recognize and acknowledge that the business and markets of the Aavid Group (including without limitation the thermal management business) are national and international in scope, and that the operations Purchaser is investing substantial sums in purchasing the Business and business of Companyin consideration for the Restrictive Covenants contained in this Agreement, and (ii) the time duration of the protective that such covenants is reasonable and are necessary in order to protect and maintain the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other legitimate business interests of Company. Neverthelessthe Aavid Group and are reasonable in all respects, if any one or more of and that Purchaser would not consummate the terms contained in this Section 4 shall transactions contemplated hereby but for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3such agreements. The Employee acknowledges that the legal remedies for breach Sellers hereby waive, on behalf of the provisions of the Agreement may be found inadequate themselves and therefore agrees thattheir subsidiaries, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that right to contest the Employee has other inventions validity of the Restrictive Covenants on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and ground of the Employee shall be entitled to keep receiving royalties as per breadth of their geographic or product coverage or the Other Inventions.length of their

Non-Competition. 4.1. In consideration Each of Seller and PFI acknowledges that (a) Buyer would not have entered into this Agreement but for the agreements and covenants contained in Sections 8.2-8.4 and (b) the agreements and covenants contained in this Section 8.2 are essential to protect the business and goodwill of the Employee’s rights Seller Business. To induce Buyer to enter into this Agreement, Seller and benefits hereunderPFI agree that, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve three (123) months following termination thereof for whatever reasonyears from the Closing (the "Restricted Period"), none of Seller, PFI, or any of its Affiliates shall, directly or indirectly, as ownerown, partnermanage, joint ventureroperate, stockholderjoin, employeecontrol or participate in the ownership, service providermanagement, brokeroperation or control of, agentor be employed or retained by, principalrender services or sell products to (other than the Seller), corporate provide financing (equity or debt) or advice to, or otherwise be connected in any manner with, a business that competes directly with the Seller Business (the "Competing Business") anywhere in the world. During the Restricted Period, none of Seller, PFI, or any of their Affiliates, shall, directly or indirectly, hire, engage, offer to hire, divert, entice away, solicit or in any other manner persuade or attempt to persuade (a "Solicitation") any Person who is, or was, at any time within the 12-month period prior to such Solicitation, an officer, director, licensor or in any other capacity whatever engage in,employee, be employed byagent, licensor, licensee, customer, or any business supplier of Buyer or venture that is engaged in any activities competing Seller to discontinue, terminate or adversely alter his or its relationship with products or services offered by Buyer. In furtherance of this Section 8.2, the principal of PFI and the Company during Employee’s employment with shall enter into the CompanyNon-Competition and Non-Solicitation Agreement, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company form attached hereto as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.Exhibit G.

Non-Competition. 4.1. In consideration (a) During the period commencing on the Closing Date and continuing until the fifth (5th) anniversary of the Employee’s rights and benefits hereunderClosing Date, and neither Seller nor any of its Affiliates shall, directly or indirectly own, manage, operate or control any ownership interest in, or license to or otherwise permit to use any Intellectual Property owned or controlled by Seller or its Affiliates, any business anywhere in order to enable the Company to effectively protect its Proprietary Informationworld that develops, the Employee agrees and undertakes thatmanufactures, markets or sells: 4.1.1. he will not(i) any hydrogel based product within the Confluent Field of Use other than Competitive Type 2 Products (“Competitive Type 1 Products”); or (ii) any product the intended and indicated use of which is to seal against leaks of cerebro-spinal fluid, during other than sutures, staples, clips, electo-surgery devices and other mechanical or energy-based devices (“Competitive Type 2 Products”). (b) During the term period commencing the Closing Date and continuing until the second (2nd) anniversary of this Agreement and for a period the Closing Date, neither Seller nor any of twelve (12) months following termination thereof for whatever reasonits Affiliates shall, directly or indirectly, solicit to hire, or hire, any Transferred Employee, provided, however, the foregoing shall not prohibit (i) general solicitation for employment that is not specifically directed at any Transferred Employees or the hiring of any Transferred Employee who responds to such general solicitation or (ii) any solicitation or hiring of any Transferred Employee terminated by Purchaser or its Affiliates. (c) Notwithstanding the covenants set forth above in Sections 5.12(a), neither Seller nor any of its Affiliates shall be prohibited from: (i) acquiring any securities required to be registered under the Securities Exchange Act of 1934, as owneramended, partnerof any Person to the extent such acquisitions do not result in Seller or any of its Affiliates owning in the aggregate more than five percent (5%) of all issued and outstanding capital stock of such Person, joint ventureror (ii) acquiring (through merger, stockholderstock purchase, employee, service provider, broker, agent, principal, corporate officer, director, licensor purchase of assets or in any other capacity whatever engage in,, be employed byotherwise) ownership of, or any equity interest in (to the extent not otherwise permitted by Section 5.12(b)(i)) any Person if the combined annual revenues of such Person and its Subsidiaries derived from the sale of Competitive Type 2 Products represent less than twenty-five percent (25%) of the combined total annual revenues of such Person and its Subsidiaries for the most recent full fiscal year then ended, provided that (A) Seller shall, and shall cause its Affiliates to, (i) use commercially reasonable efforts to divest any portion of such Person’s and its Subsidiaries’ business or venture that is engaged in any activities competing with products the development, manufacturing, marketing, sale or services offered by distribution of Competitive Type 2 Products within two (2) years following the Company during Employee’s employment with the Company, , as closing of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities acquisition of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, Person and (ii) in any event cease the time duration development, manufacturing, marketing, sale and distribution of such Competitive Type 2 Products within two (2) years following the closing of the protective covenants is reasonable acquisition of such Person and necessary to protect (B) if the goodwill combined annual revenues of such Person and its Subsidiaries derived from the operations sale of Competitive Type 1 Products exceed twenty-five percent (25%) of the combined total annual revenues of such Person and business of Companyits Subsidiaries for the most recent full fiscal year then ended, then Seller shall, and does not impose shall cause its Affiliates to, enter into a greater restrain than definitive agreement to divest the portion of such Person’s business that is necessary to protect engaged in the goodwill development, manufacturing, marketing, sale or other business interests distribution of Company. NeverthelessCompetitive Type 1 Products within two (2) years following the closing of such acquisition, if any one or (iii) developing, manufacturing, marketing or more of the terms contained selling Prevadh® adhesion barrier products (d) Nothing in this Section 4 5.12 shall for restrict the activities of any reason be held to be excessively broad with regard to time, geographic scope Person (or activity, the term shall be construed any of its Affiliates) who is not an Affiliate of Seller and who engages in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company business combination transaction resulting in the event of a breach acquisition (by merger, purchase or a threatened breach otherwise) of any capital stock or assets of such provisions, the Company may also, in addition to Seller or any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsof its Affiliates. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and (a) Except as provided in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will notSection 5.3(b), during the term period beginning on the Distribution Date and ending on the second anniversary of the Distribution Date, neither Ultra nor any of its controlled Affiliates will own, manage, operate, control or participate in the ownership, management, operation or control of any company engaged in the Delta Field. (b) Nothing contained in this Agreement and for Section 5.3 shall prohibit Ultra or its controlled Affiliates from: (i) acquiring or holding shares of capital stock or a period of twelve (12) months following termination thereof for whatever reason, directly partnership or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or other equity interest in any other capacity whatever engage in,Person that engages in the Delta Field in the Territory, be employed by, where such shares or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as interest represent no more than twenty five percent (25%) of the termination date of his employment, to be offered or produced within a reasonable time following outstanding voting power in such terminationPerson; provided, however, that in any such case, such shares or interests are purchased and/or held solely for investment purposes and Ultra or its Affiliates are not in control of such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the Employee may own securities business of any corporation Person fifty percent (50%) or less of whose revenues is derived from the Delta Field within the Territory; provided, however, that, within twelve (12) months after its acquisition, Ultra or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role then operating in the publicly ownedDelta Field within the Territory if such portion represents more than ten percent (10%) of the pro forma consolidated revenue of Ultra and the acquired business during the fiscal year immediately preceding such acquisition after giving effect to such acquisition; (iii) marketing or selling its own products or services that are not in the Delta Field within the Territory; or (iv) owning, managing, operating or controlling (A) Vector and Kodiak or any of their existing Subsidiaries, in each case in substantially the same manner as conducted on the date hereof, provided, however, that, except as provided in the IP Matters Agreement, no such activities in the Delta Field shall be expanded or materially modified, and traded company as directorany Contracts that would otherwise be prohibited but for this sub clause (A) shall not be renewed, employeereplaced or materially modified (except where the failure to so renew, consultant replace or otherwise, 4.1.2. during the term of this Agreement modify would cause Vector or Kodiak or its Subsidiaries to breach such Contract)) and for a period of 12 months following its termination, he will not, (iB) directly or indirectly, including personally or in any business acquired in which he is an officer, director or shareholder, for any purpose or accordance with (b)(ii) above in any place, employ any person employed by substantially the Company or retained by the Company same manner as a consultant conducted on the date of such termination or the acquisition. (c) Except as provided in Section 5.3(d), during the preceding six months; or (ii) solicit from period beginning on the clients Distribution Date and ending on the second anniversary of the Company Distribution Date, neither Delta nor any business of its controlled Affiliates will own, manage, operate, control or participate in competition with the Company that involves activities ownership, management, operation or control of any company engaged in which the Company was engaged or had already planned to be engaged during Ultra Field in the term of the employee’s employmentTerritory. 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (id) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms Nothing contained in this Section 4 5.3 shall for prohibit Delta or its controlled Affiliates from: (i) acquiring or holding shares of capital stock or a partnership or other equity interest in any reason be held to be excessively broad with regard to timePerson that engages in the Ultra Field in the Territory, geographic scope where such shares or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach interest represent no more than twenty five percent (25%) of the provisions outstanding voting power in such Person; provided, however, that in any such case, such shares or interests are purchased and/or held solely for investment purposes and Delta or its Affiliates are not in control of the Agreement may be found inadequate and therefore agrees thatsuch Person; (ii) acquiring (whether by merger, in addition to consolidation, stock or asset purchase or other similar transaction) all or substantially all of the remedies available business of any Person fifty percent (50%) or less of whose revenues is derived from the Ultra Field within the Territory; provided, however, that, within twelve (12) months after its acquisition, Delta or its Affiliates shall use all commercially reasonable efforts to Company sell the portion of the business of such Person which is then operating in the event Ultra Field within the Territory if such portion represents more than ten percent (10% of a breach the pro forma consolidated revenue of Delta and the acquired business during the fiscal year immediately preceding such acquisition after giving effect to such acquisition; (iii) marketing or a threatened breach of selling its own products or services that are not in the Ultra Field within the Territory; (iv) owning, managing, operating or controlling (A) Tribridge, Inc. or any of such provisions, the Company may alsoits existing Subsidiaries, in addition to each case in substantially the same manner as conducted on the date hereof, provided, however, that, except as provided in the IP Matters Agreement, no such activities in the Ultra Field shall be expanded or materially modified, and any other remedies which may Contracts that would otherwise be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name prohibited but for this sub clause (“Other Inventions’’). The Other Inventions will A) shall not be considered renewed, replaced or materially modified (except where the failure to so renew, replace or modify would cause Tribridge, Inc. or its Subsidiaries to breach such Contract) and (B) any business acquired in accordance with (b)(ii) above in substantially the same manner as competition conducted on the date of the acquisition (v) owning, managing, operating or controlling any business acquired in accordance with (d)(ii) above in substantially the Company whatsoever and same manner as conducted on the Employee shall be entitled to keep receiving royalties as per date of the Other Inventionsacquisition.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order a. Subject to enable the Company to effectively protect not then being in default of its Proprietary Informationobligations under this Agreement, the Employee March agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and that for a period ending on a date which is two years following the last day of twelve his employment by the Company or a subsidiary of the Company (12the "Non- Competition Period"), he shall not: i. engage directly or indirectly in the "Restricted Area" as defined below in the business of developing, producing, marketing or selling catalytic research instruments or components, laboratory equipment products or items or bioprocessing products or systems which the Company during the Term has advised March, that the Company, SI or any of their subsidiaries intends to produce or sell (collectively the "Non-Competition Activities") months following termination thereof for whatever reasonor; ii. perform services (including without limitation as an employee, independent contractor, officer, director or consultant) for, or otherwise be engaged by or have any financial interest in or affiliation with any individual corporation, partnership or any other entity involved in the Non-Competition Activities ("Competitor Entity") or; iii. own, along with his affiliates, including parents, siblings and members of their families, directly or indirectlyindirectly (the "March Group"), as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or at least 2% in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as aggregate of the termination date outstanding equity interests of his employment, to be offered or produced within a reasonable time following such terminationany Competitor Entity; provided, however, that the Employee may own nothing contained in this Paragraph 8(a) shall prevent March from purchasing as an investment securities of any corporation which is engaged in such business and is publicly owned and whose securities are regularly traded but in an amount not to exceed at on any one time one percent of any class of stock national securities exchange or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant over-the-counter market if such purchase would not result in the March Group owning at the time of the purchase more than 3% of the outstanding equity interests of the Competitor Entity. iv. Restricted Area shall mean the United States or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business other nation in which he is an officerthe Company, director SI or shareholder, for any purpose or in any place, employ any person employed by a subsidiary of the Company or retained by SI engages or, to his knowledge, intends to engage in a Non-Competition Activity. b. During the Company as a consultant on Non-Competition Period and subject to the date of such termination or during the preceding six months; or (ii) solicit from the clients Company's not being in breach of the Company terms of this Agreement, March shall not solicit or induce any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information employee of the Company, SI or a subsidiary of the Company or SI to leave its employ. c. If the final judgment of a court of competent jurisdiction declares that any term or provision of Paragraphs 8(a) or (b) above, is invalid or unenforceable, the parties to this Agreement agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the operations and business intention of Companythe invalid or unenforceable term or provision, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term Agreement shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawenforceable as so modified. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In By and in consideration of the Employee’s rights and benefits hereunderCompany entering into this Agreement, and in order further consideration of the Executive’s exposure to enable the Company to effectively protect its Proprietary Confidential Information, the Employee Executive agrees and undertakes that: 4.1.1. he will that the Executive shall not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement Term and for a period of 12 months following its terminationafter the Executive’s termination of employment for any reason (the “Restriction Period”), he will not, (i) directly or indirectly, including personally own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided that in no event shall (X) ownership by the Executive of two percent 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 shareholder thereof, (Y) being employed by or otherwise providing services to an entity, standing alone, be prohibited by this Section 4.2, so long as the entity has more than one discrete and readily distinguishable part of its business and the Executive’s duties are not at or involving the part of the entity’s business that is actively engaged in a Restricted Enterprise or (Z) subject to prior written approval by the Compensation Committee of the Board, being a passive investor or equity holders in a private equity, venture or similar fund that invests in Restricted Enterprises or providing services to a private equity, venture or similar management firm that invests in Restricted Enterprises, be prohibited by this Section 4.2, so long as such services do not involve directing investments in or providing services to such Restricted Enterprises. For purposes of this paragraph, “Restricted Enterprise” shall mean (1) any Person that is engaged in the operation of business-to-business live events including trade shows, conferences and hosted buyer events, and/or (2) any Person that is engaged in the operation of a business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in material competition with the Company that involves activities any other business line in which the Company was engaged is engaged, which business line generates an annual revenue equal to or had already planned to be engaged in excess of $10 million; in each case, in any country or territory in which Parent or any of its subsidiaries markets any of its services or products, and during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: Term (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees thator, in addition to all the case of enforcement after the remedies available to Company in Termination Date, during the event of a breach or a threatened breach of any of such provisions, two (2) year period preceding the Company may also, in addition to any other remedies which may be available under applicable Termination Date). In accordance with Massachusetts law, obtain temporary, preliminary and permanent injunctions against any and all such actionsyou are hereby advised that you have the right to consult with counsel before signing this Agreement. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (i) During the Executive’s employment with the Company and during the twenty-four (24) month period immediately following the termination of such employment (regardless of the Employee’s rights and benefits hereunderreason for the termination, and in order to enable regardless of whether such termination is by the Company to effectively protect its Proprietary InformationExecutive or the Company) (the “Non-Competition Period”), the Employee agrees and undertakes that: 4.1.1. he will notExecutive shall not (without the prior written consent of the Company, during in a writing signed by a duly authorized representative of the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonBoard), directly or indirectly, whether on the Executive’s own behalf or on behalf of any person or entity, provide any services, whether as owner, a partner, joint venturerconsultant, stockholderagent, employee, service provider, broker, agent, principal, corporate officer, director, licensor advisor, co-venturer or otherwise, with respect to any Competitive Product or Service (as hereinafter defined). For the avoidance of doubt, nothing in any other capacity whatever engage in,, be employed bythis Section 8(e) shall preclude the Executive from providing services to, or having any business or venture ownership interest in, an entity that is engaged in the provision of a Competitive Product or Services so long as the Executive does not provide any activities competing services to, or in support of, such entity’s provision of a Competitive Product or Service. (ii) For purpose of the foregoing, a “Competitive Product or Service” means any, each or all of (A) management, advisory or investment services relating to the acquisition, trading, sales, financing, investment or management of mortgage-backed securities, mortgage loans, other real estate assets or consumer loans, including, without limitation, mortgage servicing rights, mortgage origination and servicing (including ancillary mortgage services) or residential mortgage-backed securities, or (B) any product or service that has an investment strategy that is competitive with products (i) any product or services offered service offered, sold, provided or marketed by the Company at any time during Employeethe Applicable Period or (ii) any product or service reflective of an additional investment strategy for the Company with respect to which the Company has expended substantial resources to implement during the Applicable Period and actually offers, markets, sells or provides during the Executive’s employment or within 90 days following the termination of such employment. For purposes of the restrictions in Sections 8(e)(i), 8(f)(i)(B) and 8(f)(i)(C), the “Applicable Period” means: (1) during the Executive’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed : at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term Executive’s employment with the Company; and (2) during the post-employment portions of this Agreement (as applicable) the Non-Competition Period and for a the Non-Solicitation Period: at any time during the 12-month period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on immediately preceding the date of termination of the Executive’s employment (regardless of the reason for the termination, and regardless of whether such termination is by the Executive or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law). 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration (a) The Seller and the Buyer acknowledge that (i) the Buyer is engaged in or intends to be engaged in business throughout the United States and that the marketplace for the Buyer's products and services is nationwide, (ii) the agreements and covenants in this Section 5.02 are essential to protect the legitimate business interests of the Employee’s rights and benefits hereunderBuyer, and (iii) the Buyer would not enter into this Agreement but for the covenants and agreements contained in order to enable the Company to effectively protect its Proprietary Informationthis Section 5.02. Accordingly, the Employee Seller covenants and agrees that commencing on the Closing Date and undertakes that: 4.1.1. he will not, during the term of this Agreement and continuing for a period of twelve (12) months following termination thereof for whatever reasontwo years thereafter, the Seller will not, and will cause its Affiliates not to, own, manage, operate, join, control or participate in, directly or indirectly, as owneror be a partner or shareholder of (except for the ownership of the Shares), partnerany business engaged in the (A) regulated medical waste transportation business, joint venturer(B) document destruction or shredding business, stockholderincluding without limitation the transportation of destroyed or shredded documents business in the states of Texas, employeeLouisiana, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed byArkansas, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment Oklahoma (other than for Mitubishi Caterpiller Forklift America), (C) sharps management business, and (D) compliance with the CompanyOccupational Safety and Health Act ("OSHA") or the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") business (collectively, the "Buyer Businesses"), as and neither the Seller nor any Affiliate of the termination date of his employment, Seller shall render assistance or advice to be offered or produced within a reasonable time following such terminationany Person which is so engaged; provided, provided however, that the Employee may own passive ownership of less than 2% of the equity securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and a publicly-traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or that is involved in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company foregoing businesses shall be permissible under this Section 5.02. (b) If any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained covenant in this Section 4 shall for any reason be 5.02 is held to be excessively broad unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with regard respect to scope, time, and geographic scope area, and such lesser scope, time, or activitygeographic area, the term shall be construed in or all of them, as an arbitrator or a manner to enable it court of competent jurisdiction may determine to be enforced to reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever Seller and the Employee shall be entitled to keep receiving royalties as per the Other InventionsBuyer.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder(i) Each Seller shall not, and in order to enable the Company to effectively protect its Proprietary Informationshall cause their wholly owned subsidiaries not to, the Employee agrees and undertakes that: 4.1.1. he will not, at any time during the term of this Agreement and for a three-year period of twelve following the Closing Date (12) months following termination thereof for whatever reasonthe “Restricted Period”), directly or indirectly, (A) engage in or assist others in engaging in the Business in the Territory or (B) have an interest in any Person that engages directly or indirectly in the Business in the Territory in any capacity, including as owner, a partner, joint venturershareholder, stockholdermember, employee, service provider, brokerprincipal, agent, principaltrustee or consultant. (ii) Anything to the contrary in this Section 6.6 notwithstanding, corporate officerand without implication that any of the following activities would otherwise violate the provisions of this Section 6.6, directornothing in this Agreement shall preclude, licensor prohibit or restrict Sellers and their respective Affiliates from engaging, or require any Seller or any of their Affiliates not to engage, in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged manner in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date following: (A) engaging in the business of his employmentimport-export services, mail logistics services or carrier reselling and cross selling to be offered customers that, in each case, is ancillary to the business communications services and marketing solutions provided to its customers; (B) purchasing or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business owning up to and is publicly owned and traded but in an amount not to exceed at any one time one including ten percent (10%) of any class of stock or securities of a publicly-held corporation (if such company, so long as he has no active role securities are listed on any national or regional securities exchange and have been registered under applicable Law) engaged primarily in the publicly ownedBusiness; (C) engaging in and carrying out the activities and transactions contemplated by this Agreement or the Other Agreements; (D) selling or otherwise disposing of any of their respective assets or businesses to a Person engaged in the Business or the acquisition of any Seller (whether by merger, and traded company as directorconsolidation, employee, consultant purchase of equity or otherwise,); or 4.1.2. during (E) the term acquisition of this Agreement and for a period any Person (whether by merger, consolidation, purchase of 12 months following its terminationequity, he will not, purchase of assets or otherwise) after the Closing (ian “After-Acquired Business”) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company Sellers or retained their respective Affiliates that engages in the Business, provided, that at the time of such acquisition, the revenues derived from the Business by such After-Acquired Business constitute no more than five percent (5%) of the Company as a consultant on gross revenues of the After-Acquired Business in the most recently completed fiscal year immediately prior to the date of such termination or during the preceding six months; or acquisition. (iiiii) solicit from the clients All obligations of the Company Sellers, their respective Affiliates or any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term successor of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in foregoing under this Section 4 6.6(a) shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company terminate in the event of a breach sale or merger of Buyer (other than to an Affiliate of Parent) or a threatened breach sale of any all or substantially all of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsassets of the Business. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. A. In consideration the event of the Employee’s rights and benefits hereunder, and 's voluntary withdrawal from GCOR's employment (which is not a Resignation for Good Reason) prior to a change in order to enable the Company to effectively protect its Proprietary Information, GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party or GCOR's discharge of the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, Cause as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or defined in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as paragraph 7 of the termination date of his employment, Employment Agreement to be offered which this Exhibit A is appended prior to a change in GCOR's ownership or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation control in which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one more than fifty (50) percent of any class GCOR's outstanding shares of common stock are acquired in one or securities more transaction(s) by an unaffiliated third party, until the expiration of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a 18-month period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant commencing on the date of such termination of his employment, the Employee shall not engage in or compete directly or indirectly, as a principal, on his own account, or as a shareholder in, or be an employee of or consultant to, any corporation or other legal entity, including limited or general partnerships, or carry out any activities which are competitive with or would be inimical to the technology or business interests of GCOR. The Employee, further, shall not (during the preceding six months; period referred to in the first sentence of this paragraph A) extend credit or lend money for the purpose of establishing or operating any such business, nor furnish any information (iiincluding the information subject to the restriction in paragraph l above) solicit from or give advice, either directly or indirectly, to any such third party, corporation or business entity of any kind. The non-compete restrictions of this paragraph A shall apply, in the clients case of the Company any a large corporation conducting business in diverse business fields, only to employment or competition in that unit, division, subsidiary or other part of such corporation (or other legal entity) in competition with the Company that involves activities GCOR. If prior to a change in GCOR's ownership or control in which the Company was engaged or had already planned to be engaged during the term more than fifty (50) percent of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein GCOR's outstanding shares of common stock are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any acquired in one or more of transaction(s) by an unaffiliated third party the Employee is involuntarily terminated without Cause or if he terminates his employment due to a Resignation for Good Reason, he will receive Termination Compensation as contemplated by his Employment Agreement unless he becomes employed by a competitor as described above or otherwise violates the terms contained in of this Section 4 shall for any reason be held to be excessively broad with regard to agreement. At that time, geographic scope all compensation from GCOR (as contemplated by the preceding sentence) ceases. If after a change in GCOR's ownership or activitycontrol in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party the Employee is involuntarily terminated without Cause or if he terminates his employment due to a Resignation for Good Reason, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawhe will receive Enhanced Termination Compensation as contemplated by his Employment Agreement. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever B. It is recognized by GCOR and the Employee shall be entitled that his efforts, and those of his fellow employees are critically important to keep receiving royalties as per the Other Inventionsoverall profitability of GCOR. The future profitability of GCOR is also linked to the continuing services of the Employee and the covenant of the Employee not to compete with GCOR should he choose to leave the employ of GCOR. C. It is understood and agreed that the present and proposed business of GCOR is becoming increasingly competitive and that there is an ever increasing risk that competing companies may seek to hire the employees of GCOR who are critical to its continued success, not only because of the abilities of such employees, but also because of the proprietary knowledge acquired by such employees while at GCOR.

Non-Competition. 4.1. In As additional consideration for the mutual undertakings of the Employee’s rights Buyer and benefits hereunder, and the Seller contained in order to enable the Company to effectively protect its Proprietary Informationthis Agreement, the Employee agrees Buyer and undertakes thatthe Seller agree as follows: 4.1.1. he will not(a) The Seller shall not and represents and warrants to and covenants with the Buyer that no Affiliate of the Seller shall, during the term of this Agreement and for a period of twelve four (124) months following termination thereof for whatever reasonyears after the Closing Date, directly or indirectly, as ownereither for itself or any other Person, (i) engage or invest in, partnerown, joint venturermanage, stockholderoperate, employeefinance, service providercontrol, brokeror participate in the ownership, agentmanagement, principaloperation, corporate officerfinancing, directoror control of, licensor be associated with, or in any other capacity whatever engage in,manner connected with, be employed bylend its name or any similar name to, lend its credit to, or render services or advice to, any business or venture that is engaged in any activities competing with whose products or services offered by the Company during Employee’s employment activities compete as a whole or in part with the Company, , products or activities of the Business as of the termination date of his employmentthis Agreement, to be offered anywhere within the United States or produced within Canada (a reasonable time following such termination"Competing Business); providedPROVIDED, however, that the Employee Seller and any Affiliate of the Seller may own securities of any corporation which is engaged in such business and is publicly owned and traded purchase or otherwise acquire up to (but in an amount not to exceed at any one time more than) one percent of any class of stock or securities of such company, so long as he has no active role any enterprise (but without otherwise participating in the publicly ownedactivities of such enterprise) if such securities are listed on any recognized securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, PROVIDED, further, that the covenant set forth in this subsection (a)(i) of this Section 7.3 shall not apply to any of the foregoing actions taken by the Seller or its Affiliates with respect to any enterprise whose operations include one or more Competing Businesses provided that the aggregate gross revenues from all such Competing Businesses in the United States and traded company as director, employee, consultant or otherwise, 4.1.2. Canada do not exceed U.S. $30,000,000 in any calendar year during the term of this Agreement Section 7.3(a) and the Seller or such Affiliate shall not be prevented hereby from taking any such action, nor shall the Seller or such Affiliate, in the case of an acquisition of any interest in such an enterprise, be required to divest or discontinue any such Competing Business; (ii) (A) induce or attempt to induce any Employee listed on SCHEDULE 7.1 to leave the employ of the Buyer, (B) in any way interfere with the relationship between the Business and any such Employee listed on SCHEDULE 7.1, (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, any Employee listed on SCHEDULE 7.1, or (D) induce or attempt to induce any customer, supplier, licensee, or business relation of the Business to cease doing business with it, or in any way interfere with the relationship between the Business and any such customer, supplier, licensee, or business relation; or (iii) solicit the business of any Person known to the Seller to be a customer of the Business, whether or not the Seller has had direct contact with such Person, with respect to products or activities which compete as a whole or in part with the products or activities of the Business as of the date of this Agreement. (b) The Seller agrees that the covenants set forth in subsection (a) of this Section 7.3 are reasonable with respect to duration, geographical area and scope. (c) Neither party shall, at any time during or after the four (4) year period referred to in this Section 7.3, disparage in any manner the other party, its products, activities or business, or any of the other party's Affiliates, shareholders, directors, officers, employees or agents. (d) The Buyer shall not, and represents and warrants to and covenants with the Seller that no Affiliate of the Buyer shall, for a period of 12 months following one (1) year after the Closing Date, permit any of its termination, he will not, managerial personnel (i) directly or indirectly, including personally through a third party contractor) to induce or in attempt to induce any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients employees of the Company any business in competition with Seller to leave the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term employ of the employee’s employment 4.2. The Employee specifically acknowledgesSeller, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information except by means of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill general advertisement or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawnotice. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for (a) For a period of twelve two (122) months following termination thereof for whatever reasonyears after the Closing, neither the Seller nor Ball Corporation nor any of its controlled Affiliates shall, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or engage in any other capacity whatever engage in,business that competes with the Business in the United States, be employed byMexico or Canada (a “Prohibited Business”); provided, however, nothing in this Section 7.9 shall prohibit or prevent the Seller, Ball Corporation or any business of its controlled Affiliates from: (i) owning or venture that is acquiring up to an aggregate of 25% of the ownership interest of any entity engaged in any activities competing with products Prohibited Business or services offered by making passive investments in the Company during Employee’s employment with ordinary course of business in investment funds that make investments in entities engaged in any Prohibited Business, provided that, in either case, none of such Persons is active in the Companymanagement or governance of such entity; or (ii) owning or operating any Prohibited Business if such Prohibited Business was acquired as a result of a merger or other acquisition and the Prohibited Business so acquired engages in the manufacture of rigid injection molded open head and screw-top pails, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationdrums and similar containers from no more than one facility; provided, however, that Seller, Ball Corporation or any of its controlled Affiliates may acquire any entity or business which, as part of its operations, engages in any Prohibited Business that is not in compliance with the Employee may own securities foregoing provisions of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, this Section 7.9(a)(ii) so long as he has (x) the revenue generated by any Prohibited Business of such acquired entity or business for the preceding fiscal year do not account for more than 50% of the total revenues of such entity or business for such period; and (y) no active role later than 12 months after such acquisition, the applicable acquiring Person shall have entered into an agreement providing for a divestiture of any Prohibited Business so acquired following the closing of which the activities of the Prohibited Business of the entity or business so acquired will once again be in compliance with the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term provisions of this Agreement Section 7.9(a)(ii). (b) In the event, at any time after the Effective Date and for a period prior to the second anniversary of 12 months following the Closing, that Seller, Ball Corporation or any of its termination, he will not, (i) directly or indirectlycontrolled Affiliates is acquired by any Person who is not an Affiliate of the acquired Person as of the Effective Date, including personally by way of merger, consolidation, share exchange, asset acquisition or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by similar transaction (including without limitation a merger of Ball Corporation with another Person where the Company or retained by the Company as a consultant on the date common stockholders of Ball Corporation immediately prior to such termination or during the preceding six months; or (ii) solicit from the clients merger do not own more than 50% of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term common stock of the employee’s employment 4.2. The Employee specifically acknowledgessurviving entity in such merger or the controlling Person thereof), stipulates and agrees as follows: then none of (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwillacquiring Person, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) any controlling Person thereof and (iii) any Persons that are Affiliates of such acquiring Person or any such controlling Person immediately prior to completion of such acquisition shall be bound by the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, 7.9(a) from and after the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any completion of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsacquisition. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration As a material inducement to Holdings’ consummation of the Employee’s rights and benefits hereunderContemplated Transactions, and in order to enable including Holdings’ acquisition of the Company to effectively protect its Proprietary Informationgoodwill associated with the business of the Company, the Employee agrees and undertakes thatUnitholders agree as follows: 4.1.1. he (a) The Unitholders will not, during the term of this Agreement and for a period of twelve three (123) months years following termination thereof for whatever reasonthe Closing Date (computed by excluding from such computation any time during which any of the Unitholders is found by a court of competent jurisdiction to have been in violation of any provision of this Section 5.5(a)) (the “Restricted Period”), directly or indirectly, for itself or on behalf of or in conjunction with any other Person, engage in, invest in or otherwise participate in (whether as an owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor manager, consultant, independent contractor, agent, partner, advisor, or in any other capacity whatever engage in,capacity) any business that competes with the business of the Company (such business, be employed bythe “Restricted Business”) in any Restricted Area, or at any time following the Closing Date make any use of any Company Intellectual Property other than in connection with the business of the Company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the acquisition as a passive investment of not more than one percent (1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or venture that over-the-counter market. (b) The Unitholders will not, for a period of three (3) years following the Closing Date (computed by excluding from such computation any time during which any of the Unitholders is engaged found by a court of competent jurisdiction to have been in violation of any provision of this Section 5.5(b)), directly or indirectly, for itself or on behalf of or in conjunction with any other Person, (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any activities competing manner with products the employment or services offered by consulting relationship of, any Person who is an employee or consultant of any of Holdings, the Company during Employeeor any of Holdings’ other subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or other such general solicitation not specifically targeted at any such Person, (ii) induce or request any customer of any Restricted Entity to reduce, cancel or terminate its business with a Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s employment business relationship with the Companyany of its customers, or (iii) solicit or accept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 5.5(b), as of the termination date of his employment, a Person shall be deemed to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. customer of any Restricted Entity if any such relationship existed or exists at any time (A) during the term thirty (30) days prior to the execution of this Agreement or (B) after the Closing Date and for during the operation of this provision, and any such Person shall cease to have the applicable status one year after the termination of any such relationship. (c) The Unitholders agree that the foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among other things, Holdings’ acquisition of the goodwill associated with the business of the Company. If a judicial or arbitral determination is made that any provision of this Section 5.5 constitutes an unreasonable or otherwise unenforceable restriction against the Unitholders, then the provisions of this Section 5.5 shall be rendered void with respect to the Unitholders only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 5.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of 12 months following its terminationany such agreements and to apply the remaining provisions of this Section 5.5 to the remaining business activities, he time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 5.5 is determined not to be specifically enforceable, Holdings shall nevertheless be entitled to recover monetary damages as a result of the breach of such agreement. (d) The Unitholders acknowledge that they have carefully read and considered the provisions of this Section 5.5. The Unitholders acknowledge that they have received and will not, (i) directly or indirectlyreceive sufficient consideration and other benefits to justify the restrictions in this Section 5.5. The Unitholders also acknowledge and understand that these restrictions are reasonably necessary to protect interests of Holdings, including personally or protection of the goodwill acquired, and the Unitholders acknowledge that such restrictions will not prevent them from conducting businesses that are not included in any business the Restricted Business set forth in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed this Section 5.5 during the periods covered by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective restrictive covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.35.5. The Employee acknowledges Unitholders also acknowledge that the legal remedies Contemplated Transactions constitute full and adequate consideration for breach the execution and enforceability of the provisions of the Agreement may be found inadequate and therefore agrees that, restrictions set forth in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsthis Section 5.5. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In consideration of the Employee’s rights and benefits hereunder, and in order to enable fully protect the Company to effectively protect its Company's Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, at all times during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonRestricted Period, the Executive shall not, directly or indirectly, as ownerperform or provide managerial or executive services on behalf of any person, partnerentity or enterprise which is engaged in, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever plans to engage in,, be employed by, or any business in the United States that directly or venture that indirectly competes with the Company's Business (for this purpose, the "Company's Business" is engaged in any activities competing with products or services offered by the Company during Employee’s business of telephone and telecommunication installation and service.) During the Executive's employment with the Company, the Executive shall not, directly or indirectly, have any interest in any business (other than the Company) that competes with the Company's Business, provided that this provision shall not apply to the Executive's ownership or acquisition, solely as an investment, of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one exercises direct or indirect control of, more than five percent of any class of capital stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2corporation. during the term For purposes of this Agreement and for a the "Restricted Period" shall be the period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in during which he the Executive is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained and, if the Executive's employment with the Company is either terminated by the Company as a consultant on without Cause pursuant to Section 5.4, or by the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned Executive for Good Reason pursuant to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the CompanySection 5.5c, and the operations and business Company has paid to the Executive all of Companyamounts then payable to the Executive pursuant to Sections 5.4 or 5.5c, and as applicable, the one (ii1) year period immediately following the time duration termination of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition Executive's employment with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other InventionsCompany.

Non-Competition. 4.1. In consideration (a) HD Supply agrees that for the period from the Closing Date until the third anniversary of the Employee’s rights Closing Date, it will not and benefits hereunder, and in order to enable the Company to effectively protect will cause its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (12) months following termination thereof for whatever reasonAffiliates not to, directly or indirectly, as ownerengage in a business competitive with the Business anywhere in the United States of America or Canada (each, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, a “Business Competitive Activity”); provided that the foregoing will not prohibit HD Supply or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of its Affiliates from collectively owning up to an aggregate of five percent of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent outstanding shares of any class of capital stock or securities of such company, any Person that engages in any Business Competitive Activity (a “Business Competing Person”) so long as he none of HD Supply or its Affiliates has no active role any participation in the publicly ownedmanagement of such Business Competing Person. (b) Notwithstanding anything to the contrary in the foregoing, nothing in this Section 5.18 will prohibit HD Supply or any of its Affiliates from acquiring the whole or any part of a Person or business which engages in any Business Competitive Activity; provided that where such Business Competitive Activities of such Person or business represent greater than 25% of the annual revenues as set out in the latest available annual financial statements of that Person or business, HD Supply and/or its Affiliates shall divest such Person, business or portion thereof to the extent engaging in such Business Competitive Activity within 12 months after the consummation of such acquisition (irrespective of whether the end of such 12-month period occurs after the expiration of the non-compete period). (c) Notwithstanding anything to the contrary in the foregoing, following the acquisition of a majority of the capital stock of HD Supply (whether directly or indirectly and traded company as directorwhether by merger, employee, consultant consolidation or otherwise,) or all or substantially all of the assets of HD Supply by any Person, the covenants set forth in Section 5.18(a) will terminate without further action. 4.1.2. during (d) Notwithstanding anything to the term contrary in the foregoing, nothing in this Section 5.18 will prohibit HD Supply or any of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or Affiliates from engaging in any business in which he is an officer, director (other than the Business) conducted by HD Supply or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company of its Affiliates as a consultant on of the date of such termination hereof or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable lawnatural extensions thereof. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In By and in consideration of the EmployeeCompany’s rights and benefits hereunderentering into this Agreement, and in order further consideration of the Participant’s exposure to enable the Company to effectively protect its Proprietary InformationConfidential Information of the Group, the Employee Participant agrees and undertakes that: 4.1.1. he will that the Participant shall not, during the term 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 stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of the limited partnership interest in any private equity fund, hedge fund or venture capital fund or any class of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 6(b), so long as the Participant does not have, or exercise, any rights to manage or operate the business of such fund or issuer other than rights as a limited partner or stockholder thereof. For purposes of this Agreement Section 6(b), “Restricted Enterprise” shall mean any enterprise (including, but not limited to, any enterprise related to the business of acquiring, developing, investing, structuring or managing retail net lease real estate properties and any other lines of business any member of the Group is participating in, or has taken substantive steps towards participating in, as of the date hereof) that is competitive with the business conducted by the Company and its direct or indirect subsidiaries, partnerships and joint ventures during the Participant’s Service, within the United States and anywhere outside the United States where the Company and its direct or indirect subsidiaries, partnerships and joint ventures operated during the Participant’s Service. The “Restriction Period” shall mean the period of the Participant’s Service and for a period of twelve (12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such terminationthereof[; provided, however, that that, unless the Employee may own securities 267832291 v2 Participant is or becomes entitled to accelerated vesting of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent the Restricted Stock Units upon termination of any class of stock or securities of such companyService, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant Restriction Period shall automatically end on the date of such termination that the Participant’s Service is terminated; provided, further, that the Company in its sole discretion may waive all or during the preceding six months; or (ii) solicit from the clients any portion of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.Restriction Period].1

Non-Competition. 4.1. In consideration As a material inducement to the Buyer’s consummation of the Employee’s rights and benefits hereunderContemplated Transactions, and in order to enable the Company to effectively protect its Proprietary Informationincluding, without limitation, the Employee Buyer’s acquisition of the goodwill associated with the business of the Company, each of the Stockholders agrees as to subsections (a)-(d) below. Notwithstanding anything to the contrary contained herein, except as set forth in Section 6.5(a), to the extent of any conflict between the Consulting Agreement and undertakes that:this Section 6.5, the terms hereof shall control. 4.1.1. he (a) Such Stockholder will not, during the term of this Agreement and for a period of twelve two (122) months years following termination thereof for whatever reasonthe Closing Date (or, with respect to Xx. Xxxxxxx, if longer, co-terminus with the non-compete provisions in the Consulting Agreement) (computed by excluding from such computation any time during which such Stockholder is found by a court of competent jurisdiction to have been in violation of any provision of this Section 6.5(a)) (the “Restricted Period”), directly or indirectly, for himself or on behalf of or in conjunction with any other Person, engage in, invest in or otherwise participate in (whether as an owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor manager, consultant, independent contractor, agent, partner, advisor, or in any other capacity whatever engage in,capacity) any business that competes with the business of the Company (such business, be employed bythe “Restricted Business”) in any Restricted Area, or at any time following the Closing Date make any use of any Company Intellectual Property other than in connection with the business of the Company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the acquisition as a passive investment of not more than five percent (5%) of the capital stock of a competing business whose stock is traded on a national securities exchange or venture that over-the-counter and shall not be deemed to prohibit the acquisition of any capital stock of the Buyer, or prohibit Xxx Xxxxxxx, Xx. from engaging and/or performing accident investigation expert work, litigation support, or lift and equipment audits. (b) Such Stockholder will not, for a period of two (2) years following the Closing Date (or, with respect to Xx. Xxxxxxx, if longer, co-terminus with the non-solicitation provisions in the Consulting Agreement) (computed by excluding from such computation any time during which such Stockholder is engaged found by a court of competent jurisdiction to have been in violation of any provision of this Section 6.5(b)), directly or indirectly, for himself or on behalf of or in conjunction with any other Person, (i) solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any activities competing manner with products or services offered by the Company during Employee’s employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2strategic partner of any of the Buyer, the Company, or any of the Buyer’s subsidiaries (each, a “Restricted Entity”), other than by general public advertisement or other such general solicitation not specifically targeted at any such Person, (ii) induce or request any customer of any Restricted Entity to reduce, cancel or terminate its business with such Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any of its customers, or (iii) solicit or accept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 6.5(b), a Person shall be deemed to be an employee, consultant, customer or strategic partner of any Restricted Entity if any such relationship existed or exists at any time (A) during the term thirty (30) days prior to the execution of this Agreement or (B) after the Closing Date and for during the operation of this provision, and any such Person shall cease to have the applicable status one year after the termination of any such relationship. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Xxx Xxxxxxx, Xx. from engaging and/or performing accident investigation expert work, litigation support, or lift and equipment audits. (c) Such Stockholder agrees that the foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among other things, the Buyer’s acquisition of the goodwill associated with the business of the Company. If a judicial or arbitral determination is made that any provision of this Section 6.5 constitutes an unreasonable or otherwise unenforceable restriction against a Stockholder, then the provisions of this Section 6.5 shall be rendered void with respect to such Stockholder only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 6.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of 12 months following its terminationany such agreements and to apply the remaining provisions of this Section 6.5 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 6.5 is determined not to be specifically enforceable, the Buyer may be entitled to recover monetary damages as a result of the breach of such agreement. Such Stockholder acknowledges that he has carefully read and considered the provisions of this Section 6.5. Such Stockholder acknowledges that he has received and will notreceive sufficient consideration and other benefits to justify the restrictions in this Section 6.5. Such Stockholder also acknowledges and understands that these restrictions are reasonably necessary to protect interests of the Buyer, (i) directly or indirectlyincluding, including personally or without limitation, protection of the goodwill acquired, and such Stockholder acknowledges that such restrictions will not prevent him from conducting businesses that are not included in any business the Restricted Business set forth in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed this Section 6.5 during the periods covered by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective restrictive covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.36.5. The Employee Such Stockholder also acknowledges that the legal remedies Contemplated Transactions constitute full and adequate consideration for breach the execution and enforceability of the provisions of the Agreement may be found inadequate and therefore agrees that, restrictions set forth in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actionsthis Section 6.5. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.

Non-Competition. 4.1. In (a) As an inducement for the Corporation entering into the Merger Agreement, as consideration of for the Employee’s rights and benefits hereunder, and in order right to enable make the Company to effectively protect its Proprietary Information, the Employee agrees and undertakes that: 4.1.1. he will not, during the term of investment contemplated by this Agreement and for a other good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned Contributor hereby covenants and agrees that during the period of twelve commencing on the Contribution Closing Date and ending on the third anniversary thereof (12the "Non-Compete Termination Date," and such period (as may be extended pursuant to Section 5.1(b)) months following termination thereof for whatever reasonbelow, the "Non-Compete Period"), such Contributor will not, directly or indirectly, either as ownerprincipal, manager, agent, consultant, officer, stockholder, partner, joint venturerinvestor, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor lender or employee or in any other capacity whatever engage in,capacity, carry on, be employed byengaged in or have any financial interest in, any business which is in competition with the business of the Corporation or any business of its subsidiaries or venture that any group, division or Affiliate of the Corporation who is engaged in the same business or businesses as the Corporation or any activities competing of its Affiliates (the "Restricted Group") at any time during the Non-Compete Period. For purposes of this Section 5.1, a business will be deemed to be in competition with products the Restricted Group if, at any time during the Non-Compete Period, it is involved in the sale, or services offered other dealing in any property or the rendering of any service sold, dealt in or rendered by the Company during Employee’s employment with the Company, , Restricted Group as a part of the termination date business of the Corporation or any of its subsidiaries during the Non-Compete Period within the same geographic area in which the Restricted Group effects such sales or dealings or renders such services. Nothing in this Section 5.1 will be construed so as to preclude the Contributor from (a) investing in any publicly-held company, provided his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent beneficial ownership of any class of stock or such company's securities does not exceed 5% of the outstanding securities of such companyclass, so long as he has no active role (b) working in any sector of the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during safety industry where neither the term of this Agreement and for a period of 12 months following its termination, he will not, Corporation nor any subsidiary thereof is (i) directly marketing or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; manufacturing products or (ii) solicit from to the clients knowledge of the Company any business Contributor, acquiring, establishing or planning to acquire or establish a company that markets or manufactures such products in competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term sector of the employee’s employment 4.2. The Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (“Other Inventions’’). The Other Inventions will not be considered as competition with the Company whatsoever and the Employee shall be entitled to keep receiving royalties as per the Other Inventions.market or